Spidey
by cornholio4
Summary: A retelling of the Spider-Man origin based on the various comics, Ultimate comics, cartoons and movies. With inspiration from the DC CW shows. Now Betaed by Aspiringactor.
1. Pilot part 1

**This is my newest attempt at a beginning of the Spider-Man story in a universe where the Avengers are already established. There will be elements taken from the various cartoons, comics (particular Ultimate ones) and the MCU. It will also be like the DC Comics WB shows in fanfiction form but more like Supergirl and the Flash than Arrow (as that tone would fit more Daredevil or the Netflix shows than Spider-Man). If you have any ideas that I can use for this story please PM me. The title comes from the prequel Spider-Man comic of the same name.**

 **THanks to Rider Paladin for looking over this for me.**

In Manhattan, New York City guys in ski masks were sneaking into the back of a bank which was closed for it was Sunday, "Get a move on guys, Hammerhead will not be happy if we get caught and he loses profit as well. You know how he is about people who loses him profit..." said the leader of the men sneaking around the back of the bank with their rifles ready.

They went and began getting to work getting the safe open but then they panicked when they heard the alarm being sent off, "Did I set if off kind of on purpose?" asked a youthful voice and they turned and saw what looked like a small man wearing a red full face mask, goggles and a red jumper with a black spider. On his wrists were gauntlet like devices. "I guess they will be here to arrest you any minute now." laughed the stranger.

"Okay wise guy you should not have but in where you are not wanted, kill this masked idiot!" ordered the leader as they began shooting at him but the stranger kept dodging the bullets with great athleticism as if he sensed them coming. He then fired a web like substance at their rifle and pulled them out of their hands to their shock. "Wait is it one of those masked freaks, trying to be like the Avengers or the Devil from Hell's Kitchen... Take care of him before the cops..." ordered the leader before the stranger took him and threw him at the other ones before tying them all up in web.

"I will leave these guys to the police once they get here." The stranger said as he exited by crawling up the walls to a vent like a spider.

 **My Name is Peter Parker; I am a fifteen year old from Queens, New York. I was raised by my Uncle Ben and Aunt May all of my life since something happened to my parents before I was even old enough to remember them.**

 **I have been a prodigy in science and engineering for as long as I can remember, I was popular with my teachers but not with my fellow kids. They would make fun of me and pick on me. Besides my best friend Hobie Brown, I was not close to others my age.**

 **During my summer vacation I attended a science demonstration at Empire State Universe, Professor Curt Connors showed off some results of research he had done on what he called cross-species genetics. Basically splicing animal DNA with human DNA hoping to find cures for diseases or grow extra limbs.**

 **One of the spiders escaped and ended up biting me, putting me in the hospital for a week. I ended up better but I changed and it was incredible. I had fun with what it did to me but I had a chance to stop a criminal but I did not take it. Uncle Ben paid the price...**

 **Deciding to use the new gift for good I decided I could be something else, someone else...**

 **For with great power there must also come great responsibility...**

Peter Parker a 15 year old brown haired boy in a white shirt and light blue short sleeves shirt that was over it (who had a backpack with him) along with a brown haired middle aged woman that was his aunt May Parker. They were walking into Empire State University, "I still don't see why Professor Connors still asks to check over you Peter, the hospital gave you a c clean bill of health." May told Peter with a shake of her head but Peter held back a snicker.

They walked into the main lab area where a blonde haired man in a labcoat and glasses missing his right arm and a strawberry haired woman in a labcoat was showing a young blonde boy cases with lizards in it. "Fred and Wilma are showing great promise..." said the man when he noticed Peter and May. "Nice to see you again Mrs Parker and Peter, I hope you are well." The man told them as the woman that was his wife then noticed them as well.

"Curt, how about I take Billy to play some games on the computer while you have your check up with Mr Parker here." The woman told the man who was Professor Curt Connors, taking their son Billy with her.

"I don't think we will be long Martha." Curt told his wife Martha waving after them. "If you would wait in the waiting area Mrs Parker, I know you think Peter is fit as a fiddle but I just want to be totally sure due to the bite." Curt told May who went to the waiting area of the lab. "Come on Mr Parker and there is something I want to ask about you." Curt told Peter in a more serious voice while Peter gave him a sheepish smile.

Curt took a sample of Peter's blood to analyse it and while it was analysing Curt showed him his phone which had a news video of a failed bank robbery the previous day and the CCTV footage showed a masked person foiling it but crawling away. "...Peter, I understand you are excited about what comes with your condition and I do understand you feel guilty about what happened to your uncle, but don't you think it might not be the best idea to draw this much attention onto yourself with that costume during the remainder of your summer vacation. Like with the goggles, is that supposed to be a substitute for a mask?" Curt asked as Peter brought out a pair of goggles from his backpack making Curt sigh when he realised Peter brought them with him.

"They help me focus with what the bite has done to my senses, plus since I was going for a spider motif I put this together out of some spare junk I found lying around and a concoction I managed to put together, my Web-shooters as I call them." Peter told him taking them out of his backpack and accidentally shooting a web at the desk while Curt covered it with his hand to prevent anyone from seeing it. Peter looked sheepish from the glare Curt was giving him and put everything back in his backpack.

"Well I realise you think you have a responsibility but I can't help but think you are using inspiration from the Avengers, Tony Stark has shocked the world with his fancy world saving armor..." Curt muttered but then realised Peter was looking behind him. Curt turned around and noticed a blonde haired man in a blue suit. "Colonel Jameson, how nice of you to pop by." Curt said shaking hands with the man.

"Couldn't help but hear you make snide remarks about a man that funds this little university." The man laughed and he noticed Peter who stood up straight to see him. "Who is this young man Professor Connor?." The man asked, looking down at him with a smile.

"Peter Parker a bright young man I have been seeing about a little accident that happened here, Peter this is Colonel John Jameson." Curt told Peter introducing the man to Peter.

"The astronaut hero who brought down a new element from Jupiter, and doesn't your dad own the Daily Bugle newspaper?" Peter asked and John then laughed putting his hand on Peter's shoulder.

"Yeah my old man built the Bugle with his own two hands and two days from now he wants me to have a photo op here with the rock for his newspaper, you are welcome to come along and see Mr Parker." John told Curt and he seemed to be looking down making John concerned. "Something the matter Professor?" John asked Curt concerned.

"I am still not so sure about this photo op, I have been doing tests on the rock and there seems to be readings from the spores inside but I am sure I can keep the rock safely contained if your father insists on it." Curt told John and he shrugged a little before leaving to meet with someone else. "As Colonel Jameson said you are welcome to attend with the rest of the public Peter, Mr Stark himself said he might be appearing." Curt told Peter excited at the prospect of seeing an alien rock and possibly taking an in person look at one of his science heroes as well as one of his favourite Avengers.

*S*

In a private gym a large man with a large forehead wearing a set of brass knuckles, a dark blue suit, a black shirt and a red tie was boxing with a boxing bag when some guys entered. "Mr Hammerhead sir, the preparations to steal the rock from the university are in place, we have more than enough men and we should have them in and have the rock stolen before anyone realises it is gone and the cops come." The man said nervously to the man Joseph Lorenzini who was known as Hammerhead.

"It had better, there has been a power vacuum since when that masked Daredevil guy put Fisk in prison and I am trying to fill that vacuum, didn't help when a simple bank robbery was foiled by some freak in a mask so I don't want any problems this time." Hammerhead told the man as one of his punches broke the bag away sending it a few feet in front of him. "Somebody will pay dearly if this is messed up!" Hammer head warned leaving the gym.


	2. Pilot part 2

A few days later there were in attendance at Empire State University for the photo op presentation for the alien rock. Peter was there looking around until he smiled and saw an African American boy his age wearing a white hooded jumper with the zipper down. "Hey Hobie, here for the presentation? Professor Connors said that I could help volunteer getting everything ready."

"That's cool Pete, I am sure to see if Tony Stark himself will make an appearance, to miss the chance to see him in person would be the most wasted opportunity in existence." Hobie told Peter, "I will see you later, remember next week is our new year at Midtown so I think we will need to think about how we spend our school year." Hobie then told Peter and they then shared a fist bump as Hobie went to join the other people in the crowd and Peter went to the back.

Peter then stopped as he saw Curt talking to a well known man in a business suit who had a goatee on his face; it was of course Tony Stark the billionaire inventor, owner of Stark Industries as well as the world famous armoured hero Iron Man who was a founding member of the Avenger. "Peter, come over here." Curt told Peter noticing him and Peter gulped nervously as he walked to where they are.

"Mr Stark, this is Peter Parker the bright young man I told you about." Curt told Tony as Peter nervously shook hands with him. "Peter I think you should know that i have been sending the tests done on you to Mr Stark and he kind of saw the news footage from the bank." Curt told him and Peter understood the implication. Peter looked and saw Tony Stark smirking at him.

"Hope you haven't come to steal the attention from my son's day Stark. You know he is a real hero who does not need a costume or some fancy suit to be an inspiration to the public." Said a voice and they looked and saw dressed in business suits was Colonel John Jameson and a man with black hair with grey highlights a moustache, Peter recognised him from the news as J. Jonah Jameson the owner and founder of the Daily Bugle.

"Jonah, how nice to see you and your son." Tony said shaking hands with Jonah and John. "Don't worry Colonel Jameson; I am not here to steal the spotlight, just here to make my contributions to the ESU known." Tony told him as they began leaving with Curt telling Peter that they were going to get the stage ready. Peter nodded and was going to make his way to the crowd when he noticed something.

Peter looked and saw several masked men with rifles sneakily pushing the glass case showing the large purple meteorite with several machines attached to it. Peter shook his head as he went a door leading outside to change into his costume and web-shooters and then hid his backpack behind a bin.

The masked men were looking around to see if anyone was watching and were hoping to get it out before anyone could realise that it was taken. "Oh come on guys, why steal the alien rock and ruin it for everyone!" Peter's voice said startling them as Peter jumped from crawling on the roof. He then began using his webbing to disarm the men.

They then began shooting him as Peter was using his extra senses to avoid, " _Good job for my spider sense... hey that has a ring to it! I might have to remember that..._ " Peter thought in his head as he was dodging the bullets to the irritation of the masked men.

The shots being fired got the attention of the Jamesons and Curt, Curt and John looked concerned while Jonah looked angry. "We have to get everyone out before this gets worse..." Curt said running to alert everyone there with Jonah ranting about idiots in masks. John took a look behind him and then ran towards the masked people.

" _I will get you masked freak and then get the rock out of here..._ " the leader thought to himself aiming his rifle at Peter but before he could get a single shot out he was knocked out from behind by John. Peter looked at John who gave him a thumbs up.

"Hope you don't mind me lending in a hand." John told Peter who just shrugged as he continued disarming the men until they realised none of them had any guns left. Peter then tied up one of the guys in web and using another web swung him about knocking everyone else out.

One last guy he tried running away but he knocked into John who went back and crashed in the glass case with enough force to break the rock apart and cause John to be covered by the purple substance inside of the rock making him fall unconscious. Peter looked at John in shock and worry as the last guy trying his luck took Peter's hand crushing his web-shooter a bit only for Peter to angrily take his arm and throw him to join his friends on the ground.

Peter carried John onto his back and took him outside where police officers had turned up. "Some thieves tried to steal the rock, he helped me fight him off but one of them pushed him into it causing it to break and him be covered by what was inside." Peter told them as the police officers took him from him.

"We will get him to the hospital and we don't condone vigilantism but... nice job..." said one of the officers while another one by the name of Captain Jean DeWolff huffed and looked disapprovingly at Peter. Peter looked at the cameras taken pictures and the public looking at him. As John was put on a stretcher Jonah looked at him with sadness and concern before pointing at him shouting.

Peter then ran away his damaged Web-shooter falling off to be picked up by Curt. He went to where his backpack was and after taking it, he took off his mask and goggles only to be greeted by "no way Pete, you are that spider guy?" Peter froze and looked behind him to see Hobie was his jaw dropped and Peter groaned.

This had been quite a day...

*S*

At the Parker's apartment in Queens, New York, Peter and Hobie were watching the news on the TV there. J. Jonah Jameson was making a live address on the TV news channel after a news report showed CCTV footage of the incident in progress inside the ESU:

" _Yesterday was a day that was supposed to be celebrating my son, a real hero who in his career as an astronaut managed to make successful landings despite impossible odds in accidents. Someone who has explored the vast unknown of space, but now thanks to some masked freak deciding to play hero when security and police officers could have handled it better- it all turned out to be a riot. My son was not threatened by the intruders and fought valiantly himself but thanks to the situation being driven out control by the recklessness of the masked freak... my boy is in a coma that it might take a while for him to wake up from. Doctors have assured me that they are doing all that they can for John but I assure you that I will not forget the actions of the reckless vigilante. I want this spider man to know this; I won't rest until New York knows the menace that you are..._ "

"Spider-Man, which could be your name." Hobie told Peter but realised he was feeling down, "you did the best you could Peter, there was a lot of masked men there and they might have made off with the rock, I am sure Colonel Jameson will be fine, after all you were just fine after your little coma..." Hobie told him only for May to come into the living room.

"Never liked those masked vigilantes running about." May said shaking her head making Peter feel a bit more bad, "Peter, Curt Connors gave me a parcel saying that he wanted you open it in private, I left it on your bed." May told Peter to his puzzlement.

Peter and Hobie went to his room and looked at the parcel and the letter that came with it. Peter looked opened the letter and read it:

 **Peter**

 **You did the best you could, you only reacted when you realised some hooligans were trying to steal the rock. I talked to Tony Stark and he said that he made some mistakes in his early days as well and that he didn't think you were too bad for a beginner.**

 **I decided if you really are serious about this well I used a strong fabric made of specially designed fabric and made this for you with some adjustments for your senses. I studied the broken Web-Shooter you left behind and the left over web concoction and made some tampering with it. Mr Stark helped of course.**

 **I will be working with the hospital to check on Colonel Jameson's conditions as I did you, it seemed that he was infected with the alien spores from the rock but he will be getting the help that he needs.**

 **Good luck Peter and be careful, I will be here to help you every step of the way.**

 **Professor Curt Connors**

Peter was shocked at the fact that apparently Tony Stark himself did not think he did a bad job, he then opened the parcel and then he and Hobie had a total freak out...

" _When my Uncle Ben died, I thought I could use my special abillities to honor his memory but I learned that I have some learning to do and practice before I get this whole being a hero gig down. But I have help, help with being the new person that the spider bite and a tradegy turned me into. Who am I?_ "

The next day Peter was on top of a building looking down in the new red and blue full body suit (with black lines) with a black spider logo, web patterns and the face mask had mechanical lenses to help focus his senses. He looked down, seeing a speeding car being followed by a police car and grinned at the new and improved Web-Shooters on his wrists and then used them to create a web which caught to a nearby building causing him to sling by...

" _I am Spider-Man, but I guess you can call me Spidey for short..._ "


	3. Boomerang part 1

**the following opening** **narration is an altered version of the one came up for me by Rider Paladin to be like the opening narrations for the DC CW shows so many thanks to him.**

 **This chapter and the next are betaed by Aspiringactor so many thanks to him who is my new beta for this story**

"MY name _is Peter Parker, and after being bitten by a strange spider, my life changed forever. I was no longer an ordinary person. I gained power . . . and the responsibility to use that power to help make the world a better place. When I failed to uphold that responsibility, my Uncle Ben paid the price with his life. Now, to honor his memory, I can't be the selfish child I once was. I must be someone better than that. Someone amazing. Someone spectacular. I am...Spidey..._ "

Late one afternoon, Peter was swinging from building to building while wearing his new Spider-Man suit, courtesy of Tony Stark and Professor Connors. Down below, he could see people muttering about his appearance, taking pictures and videos with their phones. "Hello New York, Spider-Man is here to watch over you!" Peter shouted but even from the distance Peter could tell that people were muttering about him making him sigh and shake his head a bit. "Well Pete, today has been a bit quiet, maybe I can get home and prepare for my first day as a sophomore..." Peter thought only to see something resembling an explosion at a nearby jewellery store. "...or not..." Peter thought sighing once more as he began swinging towards the store.

Peter looked and saw a standoff where a few masked people with guns were pointing at the assembled police officers. Peter jumped down and tackled one of them to the ground while disarming them and they decided to get on the ground with their hands held high. "First of all jewellery robbery, not as clichéd crime as bank robbery but still up there... second all glad of you to decide to surrender." Peter told them with a big smile but then he was confronted by police officers including Captain Jean DeWolff.

"Didn't think you would show your face after what happened to Colonel Jameson, just because you got a fancy new suit you think you can continue being reckless, interfering in police work and everything? I bet you inspired that one that got away who had those fancy boomerangs!" Jean told Peter to his huge confusion.

"Wait there was a guy here with boomerangs that got away, uh... don't worry I will get him next time..." Peter told her as he began swinging away annoying Jean who looked like she was about to have the other officers try and cuff him. "...Perhaps I should discuss this with Hobie, Doctor Connors has already done so much for me like making sure there no horrible side effects to the bite and helping get my new suit and web-shooters together, plus he has his attention focused on working at the university plus trying to help Colonel Jameson for a while so I should try and focus trying to sort out being Spidey on my own or at least with Hobie at my side..." Peter thought as he web slinged to the hiding spot to change back into his clothes...

*S*

Hobie and Peter were walking to the gate of Midtown High and Hobie was showing a video on his phone to Peter of the jewellery store being robbed and getting by was a man in black body armor with a large white boomerang on the front like an ornament and he had a black motorcycle helmet with another white boomerang on the top. He was taking out white boomerangs and throwing them at the police cars and window causing small explosions. He managed to get away with a bag filled with stolen money and jewellery.

"Sheesh, it looks like I am not the only one that had to put together my own costume. It looks like this boomerang guy wants to get in on the supervillain gig, probably not big enough for someone like Iron Man or the Hulk to deal with. Of course since I am starting out as well, I think I might be able to take him the next chance I get at him since I missed this one..." Peter whispered to Hobie who shrugged. "I remember the cold reception that cop gave me, I need to get better practice at this since I was not able to save Colonel Jameson, I guess finding new low level villains might be the first step..." Peter muttered.

"Parker and Brown, nice to see you two losers here." Said a familiar voice and they glared at a tall older boy with blonde hair who had a big smirk on his face. "Heard you spent a week in the hospital Parker, something about a bug bite so I always knew you were pathetic." Laughed the boy and Peter and Hobie glared at the boy who was Eugene 'Flash' Thompson an older boy who was on the school football team as a quarterback and would always pick on the two of them and any science nerds he could find. Flash's smirk died down when he saw that Peter and Hobie were looking behind him as there was a man in a business suit that had a balding head and a moustache was standing.

"Nice to see you reacquainting yourself with Mr Brown and Mr Parker, Mr Thompson." Said a voice and Flash looked frightened he saw it was Raymond Warren the longstanding science teacher of Midtown High but after the end of the previous year he was promoted to be the school principal after the retirement of the previous one. "There had been a lot of complaints about your behaviour from the previous year, Mr Thompson, if you don't shape up I will have to ask Coach Waterson to look for a replacement quarterback for the football team." Mr Warren warned to a terrified looking Flash who nodded and left not wanting to look at Peter and Hobie who were too busy not to laugh.

"Hey Pete, it seems that they let Clayton back in." Hobie said pointing to a blonde haired boy their age that looked nervously at the looks he was being given. Peter's eyes widened he too noticed the boy.

"I didn't think he would be allowed anywhere near the school after what happened last year..." Peter muttered in amazement. Clayton Cole was a classmate of theirs who was probably the only one more gifted in science and machines than Peter. However there was an incident at the school's end of the year freshman science fair where Clayton showed a mini reactor he had made (despite repeated warnings from Mr Warren) but it had messed with the lights of the school gym where the fair was being held. Only quick work from the teachers prevented a fire from breaking out.

"Mr Cole has been given a second chance and I do hope he has learned that saftey concerns must not be ignored and not get carried away with whatever you come up with." Mr Warren told the boys as he was getting ready to leave. "I hope to see more of what you come up with Peter but please think of how dangerous your ideas could be, as Mr Cole had to learn that lesson the hard way. And," he said, giving Peter a pat on the back, "It's good to see you in perfect health, after hearing you had a little trip to the hospital this summer I was a little worried." Mr Warren said giving Peter one last bit of advice before going into the school.

Peter felt his Spider-Sense going off but could not respond as he felt being pulled into a hug but saw that it was a dark-haired Korean girl his age in casual clothes and a red scarf around her neck. "I got so worried when I saw you at the presentation at Empire State University but I got super worried when I saw you being sent to the hospital but now you're alright!" the girl said, the words flying out of her mouth a mile a minute.

"Nice to see you too Cindy! And I assure you that I'm perfectly okay." Peter told the girl, Cindy Moon, a classmate of theirs, who was quite knowledgeable in science but not to a degree like Peter and seemed overexcited. Cindy waved to them before walking into the school. Hobie gave Peter a knowing look that told him he'd be at the receiving end of yet another ribbing session about how he still hadn't properly asked her out yet.

*S*

In a secret lab workshop there was an elderly man in glasses and a scientist's coat, who was hard at work with the various gadgets he had in his workshop. This man was Phineas Mason an inventor and scientist who had a long career working with organized crime groups since in his early career; he got in trouble for money laundering so dealing with criminals was his best bet. At his side doing guard duty was a large brown haired man wearing a green jacket and gloves on his hand; this was Gideon Mace a former United States military colonel who got dishonourably discharged for insubordination and had almost gotten his fellow soldiers killed multiple times. He sought work with an organized crime group and was now working as security for Mason.

Then entered the costumed man who had escaped from the bank robbery before Spider-Man could get there, he took off his helmet and threw a huge bag of money bills on one of Mason's desk. "My entire score from the heist Mason, almost a million bucks so I want you to improve those boomerangs you gave me and give me more of them. I will need them to make even bigger scores, so that I can be set for life even with the cut for Hammerhead." The man, called Fred Myers, told Mason who grinned at him.

"I see you are making use of my gifts to you Mr Myers, I must say that I thought it was a joke when Mr Hammerhead told me to make gadgets for a washed up baseball player but it is certainly entertaining." Mason told Myers who then glared right at him. "Still I will upgrade your gadgets but you should be concerned, you almost got caught by that new Spider-Man that the Bugle is talking about." Mason told Myers who just laughed humourlessly.

"Just some punk trying to grab attention for himself, I will deal with him with the new gadgets. The real so called superheroes like Iron Man, Captain America and the Avengers are too busy dealing with aliens, terrorists and all that to worry about street crime so I am safe. I bet I could take on that masked punk from Hell's Kitchen as well." Myers told Mason who just shrugged as he began getting to work. "Call me when they are done." Myers told Mason as he then brushed past Mace only for him to pick him up by the throat with his right arm.

"Yes I am sorry I forgot to tell you that Mace had some enhancements, thanks in part to my cybernetics and Mr Harrow's surgery. Mr Harrow being the one who helped give Mr Hammerhead his name." Mason grinned as he then instructed Mace to let him go and he did so and Myers left glaring.


	4. Boomerang part 2

It wasn't long until lunchtime at Midtown and Hobie and Peter were eating their taco lunches at their table with Cindy sitting nearby at the same table having her packed lunch which her mum made her. "...over the Summer I had completely forgot how hard Biology is for me, but of course it is a breeze for you Pete." Hobie told Peter which giggled a little. "I can't wait until Gym tomorrow, I plan to be a master acrobat but of course you will probably outdo me..." Hobie told Peter only for him to glare at him.

"Ex-nay on Spidey thing Hobie..." Peter whispered agitatedly at Hobie, "I want to draw as little attention to myself as possible, Tony Stark may be fine being a superhero celebrity but in comics and movies superheroes have secret identities for a reason. You think Clark Kent could handle it if the staff at the Daily Planet knew he could fly around the Earth and probably punch the moon to smithereens?" Peter whispered to Hobie who just sighed but nodded a little.

They heard girls talking at a table, "you guys know that hot bodybuilder Simon Williams, they announced he will be Tony Stark in that movie they are making of his autobiography "A Cheap Trick and a Cheesy One-Liner,' one of the hottest Strongmen playing one of the hottest Avengers." Said one of the girls and they began talking about which Avenger they found attractive from Thor to Captain America.

"I heard that they got that British actor Trevor Slattery to play the Mandarin in that movie," Hobie remarked between taking bites of his Taco, "Peter which of the Avenger women would you be in love with?" He grinned, with a piece of lettuce falling from his taco, "Me? I love the muscles and beauty of She-Hulk." Hobie told Peter, who laughed.

"Would it be worth having her cousin after you?" Peter asked and Hobie put his head down scared he realized Peter's point. "I always found the Wasp cute..." Peter told Hobie and he got Peter's point. Then they noticed Cindy sliding over towards them.

"Well you know that new guy that appeared in the summer, Spider-Man they are calling him." Cindy asked making them jump, "I think he looks so cute but I do have eyes for another." Cindy told them giving Peter a wink before leaving.

"She is so into you Pete." Hobie told Peter and he just sighed in agitation, "Come on Pete, don't be a total wallflower please. We are not exactly popular but there is a cute girl that is so into you so you should take the chance." Hobie told Peter but looked annoyed when Peter crossed his arms and shook his head.

*S*

Soon it was after school and Peter and Hobie decided to take a walk around the city after phoning Aunt May and Hobie's parents so they would not get worried, "I just hope we don't have to be careful in steering away from Flash since I think even he would realize he could still get us after school." Peter told Hobie with him nodding only for Peter to stop and pull Hobie with him into an alleyway when there was an explosion coming from the road. They looked and saw the man modelled after boomerangs was there robbing an armoured truck. "I guess this is my second chance at the guy..." Peter muttered opening up his backpack to reveal his Spider-Man stuff to Hobie's open mouth.

"You went on me today about how you need to keep your identity a secret but you brought your uniform with you in your backpack?" Hobie asked incredulously and Peter gave a sheepish smile. "Whatever, I will let you do what you need to do and I will see you later." Hobie said running out of the alleyway. Peter then changed into his Spider-Man suit and spotting a dumpster truck, he moved it out of the way and then used a web to stick his backpack to the part of the wall it was covering. He then pushed it back to hide his backpack as he then ran out of the alleyway.

"Hey Mr Boomerang, I am sorry that I was late to your last night out but I am here so unless you don't want to get your butt kicked please turn yourself in." Peter shouted Myers as he was having masked men he brought with him putting the gold from the truck into bags. Myers angrily took out one of his boomerangs and then threw it at Peter.

"Oh Spider-Sense, what would I do with you?" Peter asked out loud dodging it as it exploded, "I might have lost a head or something there so maybe next time have them come back to you as that is what boomerangs do?" Peter asked walking forward casually.

Myers looked enraged as he saw that his men were cowardly dropping their heavy bags of gold and trying to make a break for it, "Stay right there cowards or else my boss will see to you all." Myers warned out loud and they relucantly stood still at the threat. "I will take care of this wannabe hero myself." Myers said taking two of his boomerangs and throwing them right at Peter.

Peter jumped up and right at Myers using a web to take Myers' helmet from him, "Please don't call me a meddling kid when I see your face though I would like a dog..." Peter said looking behind him and looked surprised when he saw Myers' face and there were mutterings from the people close enough to see his face as well. "Wait Fred Myers?" Peter questioned remembering the story from the TV news about three years ago as it was really big at the time; Fred Myers was a big time baseball player but got sent out of the major leagues when there was a scandal when proof got out that he was taking bribes from some powerful people. Since then there were stories of him being involved in assault charges and stuff like that.

"People will know what I am capable of when I take care of you." Myers ranted getting out two of his boomerangs and throwing them at Peter. Peter then dodged one but getting an idea he used a web to catch the other one.

"Now I will show you how boomerangs are supposed to work!" Peter shouted at Myers throwing it right back at him and Myers did not have time to react before it blew up in his face causing him to faint. "I would make some sort of baseball joke but I am not really into sports." Peter said as he then noticed more people in fear and saw there were some damages to lampposts and cars nearby, "Whoops..." Peter muttered as the police came and began arresting Myers and his men.

Captain Jean DeWolff was there to glare at Peter who just moaned as he began web slinging away, "That lunatic could get someone killed one of these days..." Jean muttered to himself as Myers was hauled into a police car. Peter however saw some people including Hobie give him a thumbs up. Maybe he could win New York over after all...

*S*

At Empire State University after all of the classes were finished for the day and their son Billy was at his babysitter's house, Professor Curt & Martha Connors were looking at the latest test result of Colonel John Jameson's condition. "Oh my, it seems that the spores are causing his mass to enlarge and are modifying his DNA to a great extent..." Martha said concerned as they began getting to work getting a containment suit ready to monitor the Colonel's condition and possibly contain him should they find a way to slow down the alterations of his DNA.

*S*

That night Cindy Moon was in her room whistling to herself while reading a new news report on the Daily Bugle website of Spider-Man defeating Fred Myers who turned out to be the masked boomerang guy. "You spent some time in a coma after being bitten by a genetically altered spider Peter and there just so happens to be a new hero basing himself on a spider who first caught the man that killed your Uncle Ben. I am surprised no one else has caught onto this but you are not fooling me." Cindy told herself shaking her head.

"You should not have to do this alone Peter, I didn't know why I decided to keep this after it bit you Peter but maybe after studying it I can duplicate the result..." Cindy muttered now going into a drawer and taking out a small glass case featuring a dead spider.

 **Since I read that in Spider-Man: Homecoming there will be a scene where girls at Peter's school will be playing a game of who they would date of the Avengers that inspired the scene at the beginning of this chapter.**


	5. Supercharged

**Betaed by Aspiringactor so major thanks to him, I got a poll on my profile up to see which characters you want to see in the story.**

" _My name is Peter Parker, and after being bitten by a strange spider, my life changed forever. I was no longer an ordinary person. I gained power . . . and the responsibility to use that power to help make the world a better place. When I failed to uphold that responsibility, my Uncle Ben paid the price with his life. Now, to honor his memory, I can't be the selfish child I once was. I must be someone better than that. Someone amazing. Someone spectacular. I am...Spidey..._ "

In a secret hideout the wall was plasted with several front page articles of the Daily Bugle newspaper including: **Tragic death of Professor Lyman Hillard at ESU** , **the Avengers saves the Pentagon from HYDRA attack** and others. In the room was a blonde haired man looking at project plans for a giant reactor battery as there was a new report on the TV:

" _... the masked criminal identified as disgraced former major league baseball player Fred Myers apprehended thanks to the masked vigilante they are calling Spider-Man, Fred Myers however had escaped within hours of his capture when masked assailants caused a distraction allowing him to make a break for it at the NYPD headquarters during his processing..._ "

"You may not have much of dad's brain Ronnie but I think you got this covered, soon you will make a show of it..." the man called Ronnie told himself with a smirk putting the plans away. He then looked to a table where there was a lamp which he picked up and his hands became glowing with electricity. He then grinned as he put the lamp down and then sent an electric blast at it destroying it. As he was doing it the news report continued:

" _... J. Jonah Jameson has continued to dismiss Spider-Man as in his own words 'nothing more than an anarchist getting people hurt and showing off whatever powers he has'..._ "

"Superhumans making things worse for everyone, nothing but trouble..." Ronnie pretty much snarled to himself turning off the TV. He then went to a cupboard where there was a red and dark blue bodysuit he put together along with a pair of goggles. "In front of the whole world Supercharger is going to show the whole of New York just how dangerous superhumans are, should that Spider- _freak_ show up, then even better! I will do what I need to do and make sure there is one less super powered freak out there." Ronnie said grinning to himself.

*S*

At the same time at Midtown High's gym, Coach Waterson a large muscular man with a goatee was teaching the sophomore class about climbing the frames. "...come on Parker, I didn't think I should exact much from you after last year but please show you have some fit." Coach Waterson complained to Peter who was purposely clumsily struggling to climb up the frame. "I doubt you will ever be good at this..." Coach Watterson complained to many laughter from the other boys in the Gym but Peter glared at Hobie who was on the ground and trying not to snicker.

Later Peter and Hobie decided to spend their break time (after finishing their lunch) in the courtyard of Midtown High, "I wonder how Coach Watterson would react if he knew how good at climbing up walls you really were." Hobie laughed to Peter who just glared at him while sitting on a bench and on another nearby bench was Clayton drawing some designs in his notebook and Cindy who was looking at a book that Professor Connors had written on his research on genetics.

"Well Hobie I'm still starting, especially since I got the news this morning that Myers escaped after I caught him." Peter muttered to Hobie who put a sympathetic hand on his shoulder and he gave him a grateful smile. Then they stopped when there were a whole lot of kids looking at their cell phones, there were yells about a new video that was getting a lot of views in the last hour. "Knowing how the internet goes it is probably about a celebrity..." Peter muttered as he got out his cell phone which was an old model that was a present from Hobie from a time back. Peter and Hobie blinked when they clicked on this popular video and it showed Ronnie in his complete suit facing a camera in a room light by only a single light bulb hanging from the roof. Then Ronnie began to speak to the camera:

" _Citizens of New York! In case you are wondering who I could possibly be, the name you can refer to me is Supercharger, I must warn you all that today will not be ordinary for all of you. Everyone will be aware of what I am capable of and it all starts at half past five tonight; I must warn you that the results will be quite shocking..._ "

Then Ronnie sent an electric blast at the light bulb at the top of him turning off the light and ending the video. Peter and Hobie shared a look and listened to the muttering of everyone there wondering if it was a hoax or not:

"You think this Supercharger guy is for real..."

"...of course not, it's just a hoax, probably some poor guy looking to rile everyone up to get more views..."

"...do you think that Spider-Man will find him..."

"...my dad thinks that this Spider-Man is just some lunatic trying to get more attention..."

Peter and Hobie faced each other and then nodded, "Hey Clayton and Cindy! Me and Peter just remembered we need to have a private conversation..." Hobie told them to a confused glance from Clayton but Cindy used her book to hide a smirk. They then walked a bit far until they were sure no one could hear them and Hobie asked Peter in a whispered tone "you think this Supercharger guy is for real?"

"I don't know but if there is any chance he might cause trouble I have to take the chance, after school I'll go get my stuff from home and then check to see if I can find that guy before half past five. Luckily, Aunt May has a book club meeting so she left the key to me and said she would be back by half past six so I should be alright getting home..." Peter told Hobie only for him to give a look to him. "What is it Hobie?" Peter asked straightening himself for a bit from how flustered he was.

"You left your superhero stuff at home?" Hobie asked to which Peter gave him a look, "Why did you do that?" Hobie asked to which Peter responded with a glare.

"Because yesterday someone I know told me that bringing my stuff with me was a stupid idea, I wonder who it was..." Peter asked rhetorically and Hobie looked down when he remembered what he said yesterday and gave him a quick sorry. Cindy then put her book in her backpack before leaving having a clue what they could be talking about.

 ***S***

Later that afternoon, Peter groaned to himself in annoyance as he deciding to rest on top of a building from all of the swinging he had been doing since he had gotten home and changed into Spider-Man. It was quarter past five but still he didn't have any luck in finding Supercharger. "Maybe this is just a big hoax, some guy decided to stir up trouble with his own costume and some special effects..." Peter muttered to himself thinking it might be a possibility; he had dealt with other kids trying to make themselves popular by claiming they had powers. There was a boy who last year claimed he was the son of a Martian superhero who escaped to earth to hide from the Martian supervillains.

After taking a rest he decided to jump back down and start swinging again deciding if nothing happened by half past five he would forget all about it. However he saw people muttering with the phones and heard people say the Supercharger guy posted a new video saying that his big appearance will happen at Empire State University. "Superb, just my luck..." Peter muttered as he then began swinging to the direction of Empire State University thinking if this was just a normal guy trying to make attention then he will certainly get an earful from him.

About ten minutes later he had arrived at Empire State University only to see a large crowd of civilians and news reporters in front of the entrance, probably wanting to see Supercharger's appearance for himself. "Well if it is too crowded to get in through the entrance then I might as well take another route..." Peter muttered jumping down and landing on his feet in the alley next to the building.

"Whoa, you're Spider-Man!" Peter heard a familiar voice say as he was about to go through the fire exit, he paused and then turned around and saw Clayton with a camera apparently having come to see Supercharger for himself. "Wow, I have never seen a real superhero before!" Clayton exposed excitedly and Peter was nervous about what he was going to do next.

"Yeah well, I'm just your friendly neighbourhood hero here to see if Supercharger makes any trouble so...it's nice seeing you... kid but I need to go now..." Peter said trying not to make it sound like he knew Clayton as he then rushed in through the door. Clayton stood astonished when he realized how young Spider-Man sounded and he looked to be about the same height of him. He then ran to join the rest of the crowd when he heard shouts that Supercharger was spotted going to the ESU building but Clayton could not help but wonder if Spider-Man was around his age.

Peter hummed to himself as he went in and sticking to the walls he climbed up to the roof and saw an open door which he entered and gasped when he saw the Connors there with J. Jonah Jameson and lying on what seemed to be a modified hospital bed was Colonel John Jameson (who now seemed to grow larger than he was before, about smaller than She-Hulk but not by much) now dressed in a mainly yellow but with highlights of dark green containment suit with a circular silver device on the top area of the suit. "...this suit is just to monitor your son's condition Mr Jameson, to check his pulse and see what we can do about awakening him and making sure there are not any severe side effects to the radiation of the spores that are now inside of him..." Martha told Jonah gently but he did not look pleased.

"...the sooner he is up again and out of that stupid cartoonish Flash Gordon suit the better! It looks like you designed it to be a superhero costume." Jameson ranted but Curt had a look in his eye knowing he did design something to that nature recently. "Stupid superhuman menaces, impressionable youth should be looking up to the soldiers, police officers, doctors, firefighters and astronauts of the world..." Jameson ranted making Peter sigh knowing that just because there were those using their powers to help people doesn't mean they should forget about the non powered normal heroes out there.

"I know all about the menaces of superhumans Mr Jameson and that is what I am here to show everyone..." said a voice and people saw the man calling himself Supercharger there having broken through to the entrance of the ESU making Peter realise this was all too real. "Remember me Professor Connors?" asked Supercharger using electric blasts to fire at the walls scaring them but the Connors couple gasped.

"Ronnie Hillard?" Curt asked recognising the voice and look of the man, "what are you doing here, we have not seen or heard from you ever since your father's funeral?" Curt asked and Ronnie sent another electric blast from his hands at the direction of the table but after John got hit by a blast Peter managed to jump down and throw John's table out of the way.

"The explosion of his reactor, the one that he was working on to study superhumans? Though it killed dad, as it turned out though I was far enough not to die I was affected, it gave me these freaky electrical powers! Dad spent most of his time studying all those stupid superhumans that everyone seemed to love that it took over his life and built that stupid reactor thinking it could contribute to create a new soldier serum to make more like them!" Ronnie ranted as Peter carried Jonah out of the room to safety, covering the older man's mouth so he wouldn't give him away once he realized that Peter was there.

"I know you kept my dad's reactor here in this building and I managed to pay a hacker to find out where you keep it! I'm going to find it and overload it.! I got the public here to to bear witness! Soon everyone will know that a superhuman was responsible and they will know how dangerous these freaks are..." Ronnie shouted making them both gasp in shock and started trying to convince him to stop and think of all the death and damage it would cause. "You know what they say about making an omelette and breaking a few eggs right? It will all be worth it for everyone to realize how..." Ronnie said only to pause when he realized that Peter was there.

Ronnie shouted in annoyance sending an electrical blast at Peter who sent him flying into a wall and decided that he couldn't waste time so he began running to where the reactor was thinking he would be dead by the explosion anyway. Curt and Martha both went and helped him up. Jonah was going to rant at Peter but stopped when they all realized that John seemed conscious and was getting up but looking quite tired. "We will get the Jamesons to safety; you have to stop Ronnie before he overloads the reactor..." Curt told Peter and then told him which room the reactor was kept in.

"You can count on me Professor Connors." Peter told them as he began running to the room where he saw a whole lot of gadgets and tech including a stasis chamber and Ronnie was there sending constant electrical blasts at the reactor. Peter then jumped up and kicked Ronnie in the head knocking him over. "Give it up Electro; I won't let you kill everyone in the area just to satisfy some revenge scheme which I'm sure which makes sense to you but not really to me." Peter told him only for Ronnie to glare at him as he got up and Peter just barely managed to dodge another blast from Ronnie. "Hey Electro, I think that name suits you better than Supercharger..." Peter told him only to dodge another blast with him muttering about how everyone is a critic.

"It won't take long for me to supercharge the reactor enough to hit critical, I will just have to make sure that I take care of you first so you don't interfere any longer." Ronnie said with Peter using a box as cover to hide from the electric blasts that Ronnie was sending his way but was feeling quite tired but still he was surprised at how durable his suit was (hardly a scratch but since Tony Stark worked on it then it could be that). Ronnie then decided that he needed to borrow some electricity from the reactor so that he can take care of the pest so he began absorbing electricity from the reactor powering it down.

Peter looked and saw the stasis chamber and he smirked to himself thinking of an idea, he then went and pushed Ronnie into the chamber and saw the suddenness of it was causing him to start to discharge so Peter went and shut the stasis chamber door closed. After a second he opened it up and was relieved to see Ronnie was alive but unconscious. Whistling to himself he picked up Ronnie and hoisted him over his shoulder.

Outside the ESU building doctors were looking over the Jamesons to make sure that they were alright and the police officers were unsuccessfully trying to evacuate the excited crowd to get them away from any possible explosion. Soon the news reporters and civilians looked as Peter came out of the entrance carrying Ronnie and gave him to the police. Jean DeWolff came up to him making him scared a bit. "The Connors told me that you were stopping Supercharger from overloading a reactor that could have killed everyone there so I guess you are not all bad..." Jean told him making Peter pause at the compliment. Jean gave him what could be considered a small smile and said "I am still not too thrilled at the idea of you interfering in police business but if you become less reckless then perhaps I would be more comfortable with the idea of you out there."

Peter smiled underneath his mask as he then and web slinged away getting some cheers and claps from the crowd.

*S*

In his office the man called Hammerhead had to use every single bit of self control he had not to crush his desk in frustration thinking about what has happened recently, he had spent a good part of his life serving the cartel of New York City's crime underworld and when New York's kingpin of crime Wilson Fisk was put behind bars thanks to his nemesis of a few years Daredevil, there was a huge power vacuum that Hammerhead was certain he could fill. He was so sure he could reunite the crime syndicates of New York under his leadership but he was having problems thanks to some masked punk called Spider-Man...

Several heists ruined by him and one of his new henchmen Fred Myers who he had fitted with the gadgets of Phineas Mason (his personal inventor) was defeated by the webhead as well. Fortunately he managed to arrange for Myers to escape as he knew too much like the location of Mason's lab to risk him being interrogated by the police. He had to get Spider-Man out of the way but he needed someone good if this masked vigilante could handle one of his armoured henchmen and someone called Supercharger.

He then called his assistant telling him to see if there is any super powered villains that is for hire that they can get a hold off...


	6. Rhino

" _My name is Peter Parker, and after being bitten by a strange spider, my life changed forever. I was no longer an ordinary person. I gained power . . . and the responsibility to use that power to help make the world a better place. When I failed to uphold that responsibility, my Uncle Ben paid the price with his life. Now, to honor his memory, I can't be the selfish child I once was. I must be someone better than that. Someone amazing. Someone spectacular. I am...Spidey..._ "

"...Peter is such a nice boy, I'm sure that he and Mary Jane will hit it off quite nicely..." Aunt May was telling her friend Anna Watson, a brown haired woman in a pink jacket as they entered May's apartment, having walked together after going over the Count of Monte Cristo at their book club. "Peter! Do you think you can come over here please?" May called, looking towards Peter's door, only for her and Anna to see that Peter walked through wearing his green house coat and his hands were covered by the sleeves.

"Sorry Aunt May, while you were away I decided to go out for a walk and I guess I got a little cold..." Peter said sheepishly as if he was trying to hide something but was getting looks from both May and Anna. "So, how was your book club?" Peter asked trying to stay the subject away from why he was wearing his house coat.

"Pretty good Peter but you know my friend Anna?" May asked and Peter nodded wondering where this is going. "Well I believe you know her niece Mary Jane who goes to your school; we were talking about if you could have a get together with her." May told him but Peter just paused slack jawed at it.

"...I don't know Aunt May... I know she is into music but she is kind of loud and I don't think I am into rock and roll all that much... plus I don't know if I want to try dating yet..." Peter told them but was getting nervous from the look that Anna was giving him. "No offence intended Ms Watson; I just don't know Mary Jane very well..." Peter told her trying to ease the tension.

"We won't push you into anything Peter, we were just wondering if you wanted someone to go with since I believe your school has a dance later in the year." May told him but Peter was shaking his head. "I know its sudden Peter and school has just started up again for you but perhaps it's just a thought." May told him putting a hand on his shoulder.

"thanks anyway Aunt May and nice to see you Ms Watson." Peter told them going back into his room; as soon as his door was shut he took off his night gown over his head and looked at his Spider-Man outfit which he still had on. "...why did the stupid zipper have to be stuck?" Peter thought agitated as he began going back to trying to unzip his suit.

*S*

The next morning at the headquarters of the New York Police Department, Jean DeWolff was talking to a bald headed African American with a beard and a police officer's uniform, "We have Hillard handed over to SHIELD for process and trial, after trying to intentionally trying to blow up at least a whole block of people, I doubt the charges will see him out anytime soon." Jean told the man and sighed "I am still not thrilled by our city now having someone putting on a costume and doing our job for us but still, at least Spider-Man was able to stop that super-powered thug Chief Morales." Jean told the man who was Police Chief Jefferson Morales.

"I'm not too fond of these costumed types myself, DeWolff. Decades ago, before I joined the force, we just had normal crime to worry about but now we have all these costumes, powers and gimmicks." Jefferson told Jean with a big sigh as one of the police officers came rushing to Jefferson and gave him a report from an informant. Jefferson looked at it and frowned which turned into a huge agitated sigh and said "it seems that Sytsevich has come to New York..."

*S*

The next day at lunch Peter was telling Hobie of the talk he had with his Aunt and Anna Watson but was purposefully omitting the details of his stuck zipper to avoid embarrassment, "I'm not sure how I feel about it," Peter shrugged, "Aunt May trying to set me up with a girl? I have other things to worry about. Grades. College Applications. Getting a job. Among other things..." Peter told Hobie with a wink and Hobie understood that Peter was being vague about other activities just in case someone else was eavesdropping.

"Don't worry about it tiger, I'm not too thrilled about what my aunt suggested to me as well." Said a redheaded girl with a yellow dress that was of course Mary Jane Watson who was always focused on her music and hoping to be the next big singing sensation like Lady Gaga, Selena Gomez or others. "Perhaps I will give you and your aunt front row seats to my first big time concert." MJ told Peter who shook his head while tucking into his pasta that was on the menu for today at the cafeteria.

"I think it would be awesome to be set up on a Mary Jane Watson; I think we could make a big singing pair." Clayton said having been eating on the table right next to them and decided to put his tray on their table and sat down to talk. Hobie and Peter grinned knowing Clayton was known for his desire to be the first big time rock star scientist. "Guys get this; I managed to see Spider-Man up close before he had that fight with Supercharger yesterday." Clayton told them and Hobie and Peter both gave faked looks of shock. "I actually think he might be someone around our age." Clayton told them and they both almost choked at this and tried to give a straight face.

"Come on Clayton, be realistic. As if someone our age could be a superhero. If it was possible for someone like us to get powers, I think I would have last year and I don't think anyone could handle being in high school and a superhero at the same time." Hobie told Clayton, trying to discourage him from his line of thought. Clayton was also speaking of how last year several students thought that since there were real life superheroes out there, there had been incidents in the school labs where students were mixing chemicals about trying to create their own origin stories. Professor Warren got a wind of this and managed to put a stop to it before any students got hurt and how access to the school labs was strictly monitored from that point on.

"I am serious guys; I thought if I could build my own costume and gadgets I could be like him and the Avengers." Clayton said digging his notebook out of his backpack and showed them a drawing he did of a figure with a costume of white but parts of black, the eye pattern on the full face mask being like Spider-Man's mask and on the torso was a circular wave like pattern. "What do you think I could use as a name..." Clayton asked them as Hobie gave Peter a look that clearly said to do something.

"Clayton please don't get yourself into anymore trouble, I don't think the faculty have forgotten about last year's science fair." Peter told Clayton in a pleading tone of voice but Clayton looked stubborn to their irritation. "I think this is dangerous Clayton so you could get hurt." Peter said but Clayton glared at them as he stormed off with a tray.

Flash Thompson laughed as he passed their table saying "as if any of you losers could have what it takes to be actual superheroes." Peter and Hobie glared at how Flash found a way to still be a pain in their neck.

*S*

In a warehouse Hammerhead, Mason and Mace were watching as several men were attempt to rush and attack a large bulky man who had grey skin, black hair and a goatee, a purple sleeveless jacket, no shirt and black pants. The man seemed to be able to take down all of the men as if they were bowling pins. "Sheesh Mason, when I sent out word that I was after superhumans in our organisation you certainly found a good one, who am I looking at anyway?" Hammerhead asked in awestruck not sure if he wanted to have a go at this guy.

"Aleksei "the Rhino" Sytsevich, a mobster who has been serving as a mercenary for several decades and has worked with organised crime groups all over the world. He has been subjected to several different attempts at the super soldier serum by different groups and now his skin is like a rhino's skin." Mason told Hammerhead who was smirking at his awe along with Mace. "It took a whole squadron of SHIELD agents to take him down but we managed to get him out a few weeks ago after managing to intercept him during a prison transfer." Mason said finishing the explanation.

After Sytsevich was done Hammerhead walked up to him and smirked, "Welcome to my group Mr Sytsevich." Hammerhead greeted him with a pat on his shoulder "for your first job I want you to squash a certain spider..."

*S*

After school Peter and Hobie had decided to take a walk to a nearby park in order to rewind for a bit, "after that talk with Clayton I am almost afraid to go to school tomorrow, in case Clayton decides to show off a homemade Iron Man armor." Hobie told Peter who both shuddered at the thought. Peter was not really worried about that since he doubted Clayton had the resources to pull off something even close to what a billionaire super genius had pulled off (thinking from experience since if it wasn't for Professor Connors or Tony Stark, he would still be using his cheap costume and prototype Web-Shooters) but he was still wary of what Clayton might pull off.

Then they stopped when they saw Cindy there talking to a couple and a younger boy who looked like Cindy so it was easy for them to get that they must be Cindy's family. "Your ability to memorize things you read is a real gift so I do wish you would focus more on your studies." The woman told Cindy sternly who crossed her arms agitated but stopped when she spotted Peter and Hobie nearby.

"Peter, nice to see you! And you too Hobie. Not often that we ever see each other outside of school so I hope we can run into eachother again in the future." Cindy said using her usual way of saying a lot in a short amount of time throwing Peter into a big hug and Peter didn't really need his Spider Sense to know that the hug was coming. Hobie snickered under his hand as Cindy let Peter go and said "these are my parents and my brother Albert." Cindy said introducing the people next to her.

"So this is the Mr Parker you talk so much about, the second best grades in your class and he doesn't have to almost blow up a science fair to do it." Cindy's mum said looking at Peter and the two boys guessed that at what happened at the Science Fair must have spread to the parents. "Maybe you should come over sometime as Cindy is a smart girl but with your help she could improve on her grades. She might listen as she talks a lot of you." Cindy's mum said making Cindy's cheeks redden and she was now glaring at Albert who was laughing.

Peter was feeling embarrassed as well and Hobie whispered to him "you have your aunt trying to set you up and now Cindy's mum is trying to set you up with Cindy..." Peter then glared at Hobie daring him to keep going and he stopped but not without giving Peter a smirk. Then they heard people screaming and they all rushed to the road where they saw that Sytsevich was on the road throwing cars around and attacking anyone.

"Nice to meet you but I think you boys better get to saftey..." Cindy's dad said taking the family as they started running for cover (but Cindy knew what Peter would be doing now), Peter faced Hobie who grinned right at him. Peter then ran to an alleyway in order to change into his Spider-Man suit from his backpack, after getting changed and hiding his backpack with his normal clothes inside into a trashcan, Peter then web slinged to Sytsevich.

"Okay Mr, I don't know what you are considering you are acting like a human rhinoceros but..." Peter said trying to jump kick at Sytsevich but his Spider-Sense went off without any time for him to react before Sytsevich pulled him into a bearhug. "Okay, are you related to the Hulk or something?" Peter groaned feeling crushed by Sytsevich.

"I have been hiding here in New York for a month but now I have come out of hiding to claim a bounty on your head, my boss told me he would pay me big bucks to crush you..." Sytsevich said grinning trying to crush Peter with his arms. "I knew you would not be able to resist facing me if I was out causing problem, poor predictable..." Sytsevich gloated before Peter managed to break free and kick him in the face. Sytsevich glared at Peter before rushing right at him but Peter dodged as he hit the wall of a building causing debris to fall.

Peter then saw that someone was in the way and pushed him out of the way for saftey. Peter saw that Sytsevich was getting angry but Peter then looked and saw a falling bit of debris so he web slinged it and threw it right at Sytsevich head. Sytsevich grunted as he managed to charge and throw Peter into another wall. "Okay I guess this might be really tough..." Peter said holding his stomach in pain but became a bit more pleased when he felt that it was slowly getting better so his powers may come with some healing.

Peter then webslinged Sytsevich's face and in the distract before he could peel the web off, Peter went and punched his gut which seemed to slightly annoy him. "I think I will deal with you another time Spider, when I am better prepared but to make sure you don't try and follow me..." Sytsevich told Peter as he went and grabbed a driving car and picked it up and aimed it at a building.

Peter panicked seeing it as he quickly shot a web at the wall and pulled himself towards it and sticked to the wall, he was barely able to catch the car and safely put it down. Peter looked and saw that Sytsevich had managed to get away. "How exactly does someone like that managed to get away without anyone seeing him..." Peter wondered as he saw ambulances coming to treat the people in the area. Peter sighed to himself seeing that the bad guy had gotten away so all this destruction was all for naught.

"Don't worry about him getting away, Sytsevich had a lot of work done on him to make him look like that and in the past many officers had not been able to take him down, you didn't do too bad and we might need you here if he comes back or any more powered guys come here..." said a voice and Peter looked to see Jean behind him giving him somewhat of a smile.

"Thanks officer, I will try and be better if he shows his hide here again..." Peter told Jean as he web slinged off to get his stuff and get changed...

*S*

J. Jonah Jameson was at ESU as the Connors were showing him and John some tests they made of him, "John should be alright going home for now but we still want him back for more tests and I would highly recommend he takes it easy, I think the shortage of electricity altered the spores allowing him to wake plus seeming to halt further altering of his DNA that the spores were doing to him, he is still affected with his mass at the size it was and his artificial gravity so until we can find a way to fix it, be careful to not cause any accidents." Curt told Jonah who grunted, still blaming Spider-Man causing his boy to be like this.

If only there was a way to get that freak taken care off... Jonah then had a thought looking at the containment suit John now had to wear and maybe they could put it and what the spores did to him to good use...


	7. Prey of the Vulture

" _My name is Peter Parker, and after being bitten by a strange spider, my life changed forever. I was no longer an ordinary person. I gained power . . . and the responsibility to use that power to help make the world a better place. When I failed to uphold that responsibility, my Uncle Ben paid the price with his life. Now, to honor his memory, I can't be the selfish child I once was. I must be someone better than that. Someone amazing. Someone spectacular. I am...Spidey..._ "

 **FIVE YEARS AGO**

 _In an office building an elderley bald headed man in a brown business suit was angrily walking through the halls of the building rudely pushing anyone in front of him out of the way causing all sorts of glares coming his way which he ignored. The man who was known as Adrian Toomes, kicked open a door to see a grey haired man in a blue business suit and a red tie. The man jumped when he noticed Toomes and said "Adrian, I know you are quite upset but please listen to reason..."_

 _The man was cut off as Toomes went into the face of the man Gregory Bestman and said "how dare you Bestman, I found you and mentored you and this is how you repay me? By going behind my back and convincing the board of directors of my company to kick me out of my own company, if it wasn't for me you would not even be a foot note in the business world!" Toomes then turned around and looked behind him to face Bestman and said "plus I hear of you selling off the company to Roxxon, what do you have to say for yourself Bestman?"_

 _"Adrian please, I tried to reason with you but you were unable to listen to reason before so I had no choice. With you spending so much money into trying to improve the flight harness prototype we had already sold to the military, Toomes Aerodynamic was going bankrupt..." Bestman said who looked like he was pleading but Toomes looked like he snapped as he turned around and glared at Bestman._

 _"I was ready to start on the final draft of the blueprints of the final model, it would have been glorious. It would have made the prototype that Wilson now wastes in that overhyped circus look like a toy. Thanks to you, now it seems that the time and money will have been wasted." Toomes told him only to see Bestman had gotten up and in Toomes face. Toomes was about to continue when Bestman beat him to it._

 _"I would say the time and money had already been wasted Adrian, we could have just been selling more like the Falcon harness but you kept insisting on trying to make the harness more like War Machine. All the back to the drawing board we did after many of your redesigns caused explosions, testing all the weapons you wanted to try fit into it and injuries caused to our test pilots. By the time you would have been happy with your design it would have been already too late as the company would have been dead!" Bestman yelled at Toomes who looked ready to continue arguing. "You could have been more grateful considering I saved your company but you are just being the same stupid old vulture you have always been Toomes, I will have to ask you to leave before I call security."_

*S*

 **PRESENT DAY**

That Saturday morning Peter was glad to have a break from school after the rough first week he had back at school. He fortunately did not have much to do as Spider-Man since Sytsevich (besides little things including stopping a man from walking into incoming traffic and stopping a speeding car) and his injuries from there healed enough to not be noticed from Aunt May. He and Hobie heard of a program at ESU they were starting on weekends where high school kids could come over and see about possible internships.

They thought they could come over and visit especially since Peter had not had a chance to visit Professor Connors since school started. After entering and getting their visitor badges Peter felt his Spider-Sense going off so he managed to avoid being roped into one of Cindy's hugs. "Looks like we are here again Peter and I really hope you don't get into an accident again." Cindy told him and Peter was not able to respond until they saw Professor Curt Connors coming over to greet them.

"Mr Parker and Mr Brown, how nice to see you both again." Curt said greeting them both and noticing Cindy with them. "Is this one of your friends?" Curt asked as Cindy started shaking his hand.

"Professor Connors, it is an honour to meet you, I was at your thing you hosted in the summer but I never got the chance to properly meet you!" Cindy told Curt a bit excitedly. "I hope to have a good time here but can you please make sure Peter does not get bitten by something again. I would hate for something else to happen to him like maybe change his body structure and maybe make it so it be something he can't control. I mean I would hate for something to happen if he was bitten by a genetically altered bull this time and started charging at everyone." Cindy told Curt excitedly startling the professor with how fast he was talking. "I just want to check out the exhibits and maybe see about working here, nice to meet you Professor Connors and I hope to see you both again Hobie and Peter." Cindy told them as she went away but not before startling Peter by actually kissing him on the cheek.

Peter was dumbstruck, Hobie decided to all out laugh and Curt seemed a bit amused but realised something. "From the way Ms Moon was speaking, does she know about your powers Peter?" Curt asked thinking about how Cindy was talking about more she knows more about how the bite affected him.

Peter and Hobie was startled at this and shook their heads, "no Professor and I don't think she suspects anything... right..." Hobie asked being a bit unsure and Peter was a bit scared at the thought of his secret getting out to more people when he was not ready for it to happen. While this was happening Cindy went to the nearby exhibit on cross species genetics and began using her eidetic memory to study the bit about extracting venom from the subjects that have been used for the research.

*S*

While that was going on in the officers of the Daily Bugle, Jonah was having a meeting with John who still wearing his containment suit, "I am confused dad, you hate superheroes and yet you want me to become one?" John questioned his father with a look of uncertainty. John was having a stand due to there not being any chairs strong enough for him.

"Well to be specific I have a problem with vigilantes who hide behind masks as well as people like Tony Stark who think they can be a one man police force by building a suit of army. But you can be a true role model, someone who can be an inspiration while being a hero that does not need to hide behind a mask, you can be... Colonel... Jupiter!" Jonah told John while quickly thinking of a name so he used his son's rank as well as the planet where the alien rock that started all this came from. "Plus once everyone knows what a menace that wallcrawler is, I will call for the police and Mayor to deputise you so you can bring him in!" Jonah said excited for the concept of John personally taking his revenge on the masked menace that started this.

"I don't know dad, Professor Connors said he was working on having me cured from this..." John said contemplating what his father was suggesting. While seeing the look on his father's face he sighed and said "but of course if I see anyone in danger, I could always help out..." Jonah smirked as then entered one of his reporters who came in with a notice reminding Jonah of a meeting he had that afternoon with Alchemax Aerodynamic CEO Gregory Bestman.

*S*

Several armed men who worked for Hammerhead's crime ring were on their way to a hideout that was being used by Adrian Toomes an old businessman that Hammerhead was working with after the man was voted out of his company. "Hammerhead thought the geyser could be useful for advice on the business world so he gave him a lab to work on but it seems that Toomes had been stealing money from Hammerhead." The leader informed his guy shaking his head.

He then kicked open the door and shouted "Toomes, Hammerhead wants his money back and we are here to collect..." they stopped when they looked at the various project plans taped to the wall and in front of a work table was Toomes dressed in a dark green flight harness with body armor attacked to it. He was wearing black goggles and attached to the arms were wings that were attached to a flight pack on his bag. The men barely managed to dodge as Toomes sent out dark green blade like talons from the wings of his harness. "I will deal with Hammerhead later after I exact my vengeance." Toomes told them as he then ran to the building and jumped through the window. The guys went to it and looked as it seemed to their surprise that Toomes flied up into the sky.

*S*

That afternoon Peter was web slinging around New York as he had just helped a man who was doing some DIY outside his house when he slipped and was about to fall of the roof before Peter caught him. "Next time be more careful or see if there is a professional you can hire for that sort of job." Peter told the man after he let him down on the ground. He continued web slinging around the neighbourhood he was in. " _A bit peaceful and quiet here but knowing my luck since the summer ended someone is going to ruin all this silence..._ " Peter said as he then felt a figure in green fly past him.

" _There you go, wonder who this is this time._ " Peter said he then changed direction and then began web slinging to the direction that the green figure was heading. " _Better go and see if this guy is any good, probably not judging by my luck lately..._ " Peter thought as he saw the figure was heading the Daily Bugle building.

*S*

In the main offices of the Daily Bugle newspaper building, Jonah was with an African American man with glasses, a goatee, a white checkered shirt and red tie. "This will be a big story Urich, Bestman is the CEO of one of the biggest divisions of Alchemax and he is willing to share some of their big upcoming projects." Jonah said to the man who was field reporter Ben Urich. The secretary came and told him that Gregory Bestman had arrived with his bodyguards.

Jonah made some introductions and so they sat down, "Now Mr Bestman, we understand that Alchemax Aerodynamic have some advancements and you wish to tell us of what they have to offer." Ben asked his pen and notebook ready to take the interview. Bestman smiled as he was about to start when they heard a loud crash and they went out of the cubicle they were in to see that Toomes had busted in through the window and was now standing there, Jonah was about to rant about who the guy think he is when Toomes sent the talons their way causing them to duck out of the way.

Toomes then used a talon to rip apart the desk that Bestman was hiding under the desk and then used talons to scare away the security force that Bestman had. Bestman then looked to Toomes and screamed in fear and surprise when he recognised who the man was. "Yes Bestman it is me, the old vulture whose company you stole and then gave to Alchemax in return for a cushy CEO job. I spent years perfecting my design that you mocked, I am going to kill you but first I am going to take you for a ride." Toomes said in his face as he flew up and caught Bestman's shoulders using special claws built into the boots of his harness. He then flew out of the hole he made of where the window had been. Jonah went out and yelled for someone to come and fix the wall as well as have any reporters around follow them.

Toomes smirked at the sound of Bestman's scream of terror as he circled around teh Daily Bugle building at high speed before stopping, "If you somehow survive this Bestman then I will go down and finish the job myself." Toomes told him as he then had his boots drop Bestman making him fall to the ground. Fortunately for the businessman who was falling to his death Peter web slinged by and managed to catch him.

"You're safe now Mr, now I will take care of the birdman for you." Peter said safely dropping the man on the ground as his security came to take him back to his limo. Peter then web slinged back into the air as Toomes was now angrily charging at Peter for foiling his revenge. Peter then had to use his Spider-Sense to dodge the talons that Toomes was sending his way. Looking up at Toomes and noticing his flight pack gave Peter an idea so he picked up one of the fallen talons. He then jumped up and web slinged to Toomes and jumped right back at him.

He then managed to catch Toomes by the neck so Toomes began flying trying to push Peter off, "Sorry Mr birdman but I am pretty sure this is a no fly zone." Peter told him as he then punched Toomes' flight pack and used the talon to mess with the wires. Toomes when he noticed he was starting to fall began ranting at Peter calling him a fool and an idiot. Peter then made sure he had Toomes in his arms then web slinged down and ripped the flight pack off his harness.

"He is all yours officers." Peter said the police officers that had arrived as they arrested Toomes who glared behind him at Peter's direction. Peter began web slinging off again as Jonah was there yelling at Peter's direction promising he will make sure that everyone knows what a menace that he truly is and perhaps a true hero should bring him in.

*S*

Clayton was in his room listening to the TV live news report talk about Gregory Bestman's attempted kidnapping and murder by Adrian Toomes before it was foiled by Spider-Man, Bestman was being looked at by doctors and Toomes was taken into custody. "It would be cool to be like him and I think I could be like him." Clayton said to himself looking at the device he made to play at high volumes he own custom made rock theme song. He then looked to twin gauntlet sonic pulse generators and black boots with smaller versions of the generators in black boots (amazing with what you build using stuff from used electronic stores).

"Now I need to see if I can test them..." Clayton muttered wondering how the best way to accomplish this would be...


	8. I Was a Human Fly

" _My name is Peter Parker, and after being bitten by a strange spider, my life changed forever. I was no longer an ordinary person. I gained power . . . and the responsibility to use that power to help make the world a better place. When I failed to uphold that responsibility, my Uncle Ben paid the price with his life. Now, to honor his memory, I can't be the selfish child I once was. I must be someone better than that. Someone amazing. Someone spectacular. I am...Spidey..._ "

While this was happening that night Hammerhead was at his desk with a balding brown haired man in a black shirt, blue tie and brown business suit. This man was the head of the law firm that worked with his operations, Sam Bullit. "Unbelievable! All that money lost, thanks to Toomes! And he decided to become another costumed weirdo. Perhaps I will let him rot in prison for a while before I really make him pay, still Sytsevich showed he can be more than a match for that wall-crawler but I still think we need more insurance against that masked freak..." Hammerhead told Bullit when a man came in saying Turk Barrett and another gentleman wanted to see him. Hammerhead smirked and told him to let them in.

Then entered an African American man with a moustache in street clothes who went by Turk Barrett and a man whose entire appearance was covered by a hat and an oversized trenchcoat who sat themselves at the two seats in front of Hammerhead's desk, "Lorenzini or Hammerhead as they call you, last time we met you were one of Fisk's bodyguards and here you are now leading what is left of his operations. Can't be too surprised, as I heard that Fisk was the bodyguard of Rigoletto until the old man's death." Turk told Hammerhead leaning back on his chair with his feet on Hammerhead's desk until Hammerhead shoved him off. Turk had to get up on his feet and sat back down on the chair once he got it up.

"Yes Turk and as I recalled most of the times we met you repeatedly called me nothing more than Fisk's muscle." Hammerhead told him and Turk then became nervous before Hammerhead looked relaxed. "I heard you have been here in this part of New York for a few weeks now but on the run after you had yourself found, before asking who your friend there is and why he is hiding himself like that can I ask what is it that you want?" Hammerhead asked with his hands together.

"Well Hammerhead, I have been in this business for a long time, since practically when my adulthood started. I worked with the Black Mariah Clan, Diamondback's gang, the Dogs of Hell, the Davis Brothers and all sorts; I even convinced several of the gangs in New York to join up with Fisk's organisation. However with Fisk in prison and most of my men either behind bars or in the morgue thanks to the last time Castle was in town, I decided it was time for a change of scenery. I rounded up the rest of my boys and moved my operations from Hell's Kitchen to here in Manhattan when I heard you were taking over what was left of Fisk's operations. I came here because I want a chair in your inner circle." Turk told him and then Hammerhead and Bullit then burst into laughter causing Turk to raise an eyebrow.

"We should have you thrown out right here and now, you have been embarrassed by Daredevil and Cage countless time and any credibility you have has been long dead." Bullit told him getting in Turk's face. "Give us one good reason why we should even entertain this request of yours?" Bullit asked but his demeanour became confused on the smirk that was now on Turk's face.

"I was hoping you would ask, I came here with a bargaining chip as I heard you were after superhumans to take care of the newest vigilante here in New York." Turk told him and he then pointed to his associate. "This is Richard Deacon one of my boys who was almost killed in a shoot out, some sort of science guy found him and saved his life by making him a guinea pig in a big experiment of his. Now I must warn you that this is some Cronenberg type stuff." Turk told him but before they could ask what he was talking about, Turk then told Deacon to show them.

Deacon then took off his hat and trenchcoat to reveal he had eyes and princers of a fly on his face, disgusting slime like vomit dripping from his face and his skin all mutated. He was wearing ripped up street clothes and then began flying all over the office with the fly wings coming that grew out of his back. Turk smirked at the shocked and horrified looks on their faces. "If you let me join your inner circle, you have access to my human fly and the rest of my boys." Turk told Hammerhead offering a handshake and Hammerhead hesitantly took it.

Turk smiled at that, he was on his way to becoming a top player once again and perhaps he can take his place as Fisk's true successor as the Kingpin of New York.

*S*

The next day at about ten to midday Peter and Hobie had decided to together go back to the open weekend at Empire State University, they entered through the door and decided to check out the displays of the test animals that were there. "Welcome Peter and Hobie, I must say Mr Parker that I thought your little accident in the summer would have scared you away from here." Martha told them as she came over, "if you are wondering where Curt is, he volunteered to chaperone a party Billy is at with his friends so it's just me here today." Martha told them and Peter was feeling a bit disappointed as Curt did help him with understanding how his powers worked.

As they looked at the test lizards Peter asked Martha "so you think Fred and Wilma will be having Pebbles soon?" Martha rolled her eyes and Hobie hid a smirk. Hobie then noticed a tank featuring another test animal and asked about the squid inside.

"It is an octopus actually." said a voice and they looked to see a short brown haired man in a labcoat who was also wearing goggles and holding a clipboard with plans he had for a project. "Let me introduce myself, I am Doctor Otto Octavius the head professor here at Empire State University." The man said greeting the young high school students.

"Carolyn here is Doctor Octavius's pet here at ESU. Doctor Octavius was the one who first came up with the schemes that would develop the Cross-Species Genetics project, all the limited success we had with the project has been thanks to the brain of this man." Martha told them and Peter looked in awe at Octavius who was standing there with a proud stance. "Mr Peter Parker here seems to be a bright young man with a promising interest in science, Doctor Octavius." Martha said introducing Octavius to Peter.

"Yes I heard about your little accident and I think I know quite a bit about you Mr Parker so perhaps there could be a place for you here in the future." Octavius said greeting Peter who looked really excited at what he was being told. Then there were mutterings and people saying on their phones that there was an incident happening at a nearby furniture store. Peter sighed knowing this was his cue and then shared a nod with Hobie.

"I just remembered something that I really needed to be so I will have to cut this short so no offense, it was nice meeting you Doctor Octavius and hope to see you soon as well Mrs Connors." Peter said quickly running out to the exit leaving the two scientists perplexed. Peter ran past Flash Thompson with his girlfriend the blonde haired cheerleader Sally Avril, causing Flash to spill his coffee on Sally's top. Flash yelled after Peter but he paid them no mind as he went into an alleyway to change into Spider-Man and began swinging out.

*S*

John Jameson was with his father Jonah at the Daily Bugle and once Jonah got word of the incident of some sort of monster at the department store he then told everyone he wanted someone there to get all the news of the action happening. While Jonah was ranting that Spider-Man will probably turn up to hog all the glory, John decided to see himself out and looked at the containment suit he was wearing. He was contemplating should interfere? His father had told him he should try at being a superhero with that the spores did to him but he was not completely sure.

Still there were people that probably needed help there and Spider-Man might not get there in time. So that means that someone should help in case Spider-Man didn't turn up or couldn't handle it. "I can't believe I am even considering this but here goes nothing, Colonel Jupiter to the rescue." John muttered to himself running to where the department store was. Jonah spotted his son running outside the window of his office and then grinned to himself when he realised what his son was doing.

*S*

Peter arrived to the furniture store shortly followed by police cars and Peter went and jumped until he was standing on one and then there was Captain Jean DeWolff facing up to look at him. "Thought I might find you nearby and I am not complaining since it sounds like something that might need your help." Jean told him, causing Peter to raise his brow under his mask. "Some sort of fly monster or something after someone inside called on their phone to help, apparently most got out but there is still some in there with something that escaped out of a horror film." Jean told him and suddenly Peter was now feeling very afraid but felt he still had the responsibility to deal with it.

Peter saw Jean and the police officers arm themselves as they got ready to enter, "ready when you are." Peter told them as they then entered through the automatic doors. There were screams of shock seeing all the destroyed furniture and there seemed to some sort of disgusting slimy liquid everywhere and Peter could not blame the officers who looked physically ill. He would even bet he looked similar underneath his mask.

"...Spider-Man..." said a dark growling voice and both of them looked up to see stuck to a wall was Deacon. He leaped down in front of a circle of various scared looking civilians, Deacon then growled at them when they tried to get out of the circle. The officers could not believe as what they were looking at and Peter was wondering if his spider bite could have easily turned him into something similar to that.

Peter looked terrified at the sight of Deacon who lunged at him and right now Peter was too afraid to dodge when his Spider-Sense started ringing. Luckily Deacon was taken aback by some bullets from guns from the police officers. Peter gave them a grateful smile and they smiled back.

Peter then took the distraction and quickly led the scared civilians to the police officers. Peter and they made sure they went out the entrance door but then one of them said that there were some people that were hiding in the staff area. "Alright I want half of you taking care of the rescued hostages make sure that they are safe and I want the other half with me and Spider-Man as we rescue the other hostages and taken down Jeff Goldblum here." Jean told them but Peter did not really know what she meant when she called the human fly monster Jeff Goldblum but thought he shouldn't worry about that now when there were other priorities.

Peter and the other officers went in; the officers went to the staff area while Jean stayed with Peter to deal with Deacon who had managed to recover. Deacon started flying up in the air dodging bullets that Jean was sending his way. Peter gulped and then web slinged into the air to kick Deacon but then dodged and jumped to a wall to stick to which he climbed down. Deciding he should start being like himself and quip again he shouted at him "hey wall crawling is my thing, you had better start unless I decide to take this to court." Deacon then lunged at him and Peter used his Spider-Sense to dodge shouting "okay, okay, I will drop the suit but please do something about your spit."

Peter then spotted with a smirk that the police officers had gotten the rest of the hostages out but before he and Jean could try to come up with a plan to finish off Deacon, they heard a crash. They all saw John crashing through the entrance. "Wait Colonel Jameson?" Peter and Jean shouted in surprise and in unison. Deacon decided to bring his attention to John and decided to fly towards him. To the surprise of the masked vigilante and the police officer, John leaped into the air and it looked like he just jumped on the moon and he then punched Deacon in the face causing him to fly out of control.

Deacon then began throwing his slime vomit at John who managed to wipe it away with it affecting him to their surprise. "Okay I am new to this being a superhero stuff so you think we can try one of those team ups Spider-Man, and you too officer?" John asked and Peter smirked and so did Jean. Peter grinned when he realized that this mean that this was his first ever team up! Admittedly it with was with a superhero on his first outing as one but it still counted!

Jean then began shooting at Deacon who was trying to dodge the bullets and then the blasts of web that Peter was sending him. Peter then moaned he heard clicking noises and he saw that his web-shooters had ran out of web fluid. He then made a mental note to begin working on new samples of web fluid as soon as he could. Deacon lunged at John who punched Deacon's face instantly knocking him out. "I don't know where this insect hybrid came from, but maybe SHIELD can tell the department once we hand him over to them." Jean said taking Deacon's hands and cuffing them behind his back as he then got him up. "Good job to both of you." Jean told them both with a smile. Jean took Deacon out to put him in the police van as Peter and John went out the entrance.

"I think I might see you around Spidey, you can call me Colonel Jupiter. It's what my dad came up with." John told Peter and he then was weirded out by the idea of J. Jonah Jameson coming up with a superhero name with how much he badmouths him. Peter then tried to web sling away but then moaned when he remembered he had no web left so he ran to where he put his stuff.

*S*

Peter was now with Hobie at his apartment as they were watching Jameson make a press conference on live TV with John standing next to him. Peter watched as Jonah was making his big speech:

"...that wall crawling menace known as Spider-Man has been New York for his personal playground and in the last week alone we have seen a more recent resurgence in super powered freaks and thugs in masks. Do we really need to have someone like Spider-Man bringing these problems to New York? We may have the necessity in the Avengers to deal with super powered terrorists and alien threats but do we need some super powered counterpart of that masked nut from Hell's Kitchen? In fact in his first public appearance my own boy John was caught in an accident during an incident where that masked menace was involved in but now thanks to it, my son John can show himself to be a real superhero working for the public's interest. Earlier today my son heroically went in to help our good police officers stop another incident with an insect like freak that Spider-Man had been involved in. They could be cousins for all we know! My son John however, can show that menace how it's done and John doesn't need to hide behind a mask. He will be able to take care of all the freaks that Spider-Man seems to be attracting and when it is proven without a doubt that he is a true threat to our great city, John will be able to take him in! Meet your newest hero New York: Colonel Jupiter!"

"You seem pretty okay about this Peter." Hobie asked as the news report showed the crowd starting to take pictures of John. "You're not afraid of some competition or that Colonel Jupiter here will actually bring you in." Hobie asked noticing how relaxed Peter was.

"Hey it will be nice not to have to deal with all it myself and I think I can show Colonel Jameson I can be trusted. Who knows maybe we can be partners or something." Peter told Hobie who then got Peter's point. Maybe with Colonel Jupiter around things will be easier for Peter in the next week...

 **I kind of noticed most of my chapter titles have been named after the villains of the particular chapter or episode. I will try and be more creative in the future. Looking forward to your feedback as usual and I am looking forward to seeing your reactions at some surprises I have in store. Back to school next episode where we get to see Cindy and Clayton again.**


	9. Ultimatum

" _My name is Peter Parker, and after being bitten by a strange spider, my life changed forever. I was no longer an ordinary person. I gained power . . . and the responsibility to use that power to help make the world a better place. When I failed to uphold that responsibility, my Uncle Ben paid the price with his life. Now, to honor his memory, I can't be the selfish child I once was. I must be someone better than that. Someone amazing. Someone spectacular. I am...Spidey..._ "

That Monday morning Peter caught up to Hobie as they strode through the entrance of Midtown High, "...I wonder if one day I will actually tell my kids that I fought five super villains in just my first week of being a sophomore at High School?" Peter whispered to Hobie with a smile and Hobie gave a laugh at that. "Still I managed to make more of my web fluid so I think I will be more prepared for this week." Peter told Hobie who looked scared and pointed to the back of him, Peter looked and saw Flash running towards him angry shouting he would make Peter pay for yesterday's humiliation.

Peter's eyes widened and his mouth dropped and he then quickly told Hobie he remembered embarrassing Flash yesterday when he went to change into Spider-Man, "Well let's get in before Flash catches us." Hobie told him panicked as they both ran to the front entrance of the school while being chased by Flash.

*S*

Luckily for Peter and Hobie they had managed to escape Flash and at lunchtime that day he was mostly over it but he warned Peter he would not be so lucky the next time. At lunch time on Wednesday while eating the burgers that was on the menu for that day. Peter and Hobie were sitting next to Cindy and Clayton as Clayton was showing them a video on his phone, about the latest heroics of Colonel Jupiter as he stopped a speeding car about an hour ago. That was, until they where interrupted by a passer-by.

"Superheroes might rule the news now, but Mary Jane Watson will steal their thunder once my career takes off!" Mary Jane quipped them as she passed with her lunch tray. Peter then whispered to Hobie, asking why their aunts want to set them up and Clayton smiled at Mary Jane asking if she'd want to make a song together.

Hobie then showed them an article from a news website wondering if Colonel Jupiter wants to take his place as the offical protector of New York City and wondering if he will be a rival to Spider-Man. That was the biggest news story besides a story of the Avengers defeating an android villain called the Super Adaptoid that was created by the science based terrorist cell Advanced Idea Mechanics. Peter then whispered to Hobie "...while so far the biggest villain I faced so far this week is the Bodega Bandit:"

 _The previous afternoon a man was holding the cashier at a grocery store with a gun, he was a red haired man wearing a domino mask, brown jacket, light green and black hat and a light green and black striped shirt. "This holdup is courtesy of Bodega Bandit." The man told the cashier only to turn and pause when he saw Peter walk in as Spider-Man._

 _"Seriously Bodega Bandit? Did you seriously come up with a gimmick and a stupid costume, at least Myers had his hi-tech boomerangs." Peter told the Bandit sounding quite annoyed and disbelieving. Bodega Bandit then started firing only for no bullets to come out and there was just clicking sounds. "Please tell me you did not go through with this robbery with an empty gun?" Peter asked in surprise, annoyed and pity all at once which was similar to the look the cashier gave him. Bodega Bandit then dropped the gun and put his hands up. "Bodega Bandit, you're the worst." Peter muttered while face palming._

Peter could not blame how lame the guy was and hoped his time would not be wasted like that again, "Colonel Jameson looks cool but I think I like Spider-Man better, I guess I really, really like spiders." Cindy told the group in her usual fast paced tone. "What do you think Petey?" Cindy asked with a flirting voice to which Hobie laughed and Peter just looked embarrassed.

"Well if Spider-Man doesn't want to be his sidekick, I think I could be." Clayton told them making Peter and Hobie groan as they had forgotten about his idea of trying to become a superhero. "Now I know you guys didn't take me seriously of my deduction that Spider-Man might be around our age but I still think I am onto something here. Over the weekend and through the week I was coming up with plans and I found some old used machines I think I can use to try and make my own gadgets. Take a look..." Clayton told them showing them a video on his phone of Clayton showing black boots and black gloves with his new homemade devices attached and they seemed to be lifting him up in the air before he fell down.

"They emit sonic waves allowing me to practically fly and I think I can use them to attack as well, sure I might need some practice to get the hang of flying but still progress is progress." Clayton told them in a gloating tone of voice, Peter and Hobie looked scared realizing just how serious Clayton was about this and Cindy looked perplexed as well. "With a little practice, and when I can get a costume together, I think that I'm all set, I'll remember you when I'm a big time celebrity!" Clayton grinned at them, but his face faltered when he saw their faces. "Something the matter?" Clayton asked concerned as Peter was imaging Clayton crashing into a building.

"Clayton I think you still might be over your head, this is dangerous and you want to try using untested technology to try crime fighting? Pilots have to train, practice and learn a whole bunch of stuff before they are ready to take to the skies." Peter told Clayton but backpedalled when he realized how hypocritical he was starting to sound. "Look Clayton, you might get yourself killed so maybe you should give it some time to think if you really want to attempt this." Peter told Clayton before mentally berating himself again. He might not be that different from Clayton since he was using some tech he made for his crime fighting but he still had actual powers and besides these machines, Clayton was just a normal gifted boy.

"Well I will remember this if I see you in trouble Parker." Clayton told him angrily as he then took his tray and stormed off making Peter sigh. Cindy then moved next to him and put her arm around his neck in a comforting way.

"Clayton is stubborn Peter, he might decide for himself if he is way over his head." Cindy told him softly and Peter sighed again. "Hey don't let him get you down. He might realize how way over his head he might be." Cindy told him and Peter was surprised at how normal Cindy was talking and now her usual hyperactive self, Peter sighed and gave her a smile which made her smile as well.

"Wait, would Peter approve if he knew I am trying to see if I can give myself the same powers as him?" Cindy asked herself in her mind thinking over the talk he just had with Clayton. "Well Peter may still need help and I might talk it over with him if I feel I can get the formula out of the spider and able to safely use it to give me his powers. I will just have to wait and see." Cindy then continued thinking it over not wanting to go through with this for the wrong reasons.

Sure being a superhero could be fun she wanted to be sure she was not just doing it to impress her crush, still who knows what will happen in the future.

*S*

In his office Hammerhead was angrily looking at a Daily bugle headline about Colonel Jupiter, "I already have the Spider to deal with and I won't have some astronaut fight my organization as well." Hammerhead thundered as he looked to Bullit, Mason and Turk (wearing a business suit) who had taken his promised place in Hammerhead's circle. "I want Sytsevich and Mace to take care of Jupiter before he becomes just as much a pest has the Spider has become."

Mason spoke up in objection saying "Mace is my security detail Hammerhead and I don't want you risking him..." Hammerhead then slammed his fists on his desk angrily making the elderly scientist jump.

"Hired muscle can always be replaced as well as scientists speak against me again and I will take away the lab that you tinker your gadgets in Mason." Hammerhead warned him and Mason gulped nodding in acknowledgement. "As for you Barrett." Hammerhead said facing Turk making him look a bit scared "Deacon got himself caught but I will give you another chance to prove the men you brought with you are useful, if you want to keep your new place here you had better earn your keep. Am I understood?" Hammerhead asked and Turk grumbled not looking to happy but thinking it might be better to plan to strike against him at another time.

*S*

That afternoon after school had been done Peter saw a big crowd and then saw they were watching Sytsevich and Gideon Mace fighting against Colonel John Jameson with some destroyed stuff and police officers nearby shooting at the two villains as well as setting a perimeter to keep civilians away at a safe distance, not only that but Peter could notice news reporters taking notes and filming the scene right now as well. "Well I guess this is where the excitement starts for me this week..." Peter muttered as he then went to a nearby alleyway to change right into his Spider-Man gear. After hiding his backpack, he then web slinged out, managing to catch a car that Sytsevich had thrown at him. "Hey Colonel, up for another team up!" Peter cheered as he then faced John who smiled at him.

"Took you long enough, these guys appeared about ten minutes and started causing havoc, it seems that they wanted to draw the two of us out." John told Peter with a smile who was too distracted to notice his Spider-Sense going off and so was charged by Peter sending him into a car. "I think I got the big guy covered. Perhaps you should focus on the other one," John told Peter helping him up and Peter gave him a thumbs up.

"So I wonder what your deal is, do you have some sort of super strength..." Peter muttered, taunting Mace only to get punched in the gut, causing him to groan in pain and in surprise since it didn't seem that he was too special. Mace then took of his right glove to reveal a robotic hand making Peter jump in surprise, Mace then took a giant spiked metal mace he had nearby and then attached it to his hand. "Okay are you some sort of Terminator or something, sent to kill me because I will be part of some resistance?" Peter managing to dodge the punch that Mace was giving his way using the mace.

"Got my hand destroyed during my time as a soldier, fortunately a scientist and surgeon made me even better!" Mace told Peter with a grin as he kept trying to attack Peter with his mace only for him to keep dodging. "You might as well give up arachnid, even if you could take me down you can't beat the rampaging rhino over there." Mace taunted Peter as he kept throwing his mace hand at Peter.

Peter looked and saw that Sytsevich kept charging at John only for him to keep jumping out of the way and then Sytsevich decided to go after Peter, getting an idea Peter went in front of Mace and at the last possible second using his Spider-Sense he jumped out of the way causing Mace to be knocked out by the charging Rhino. "Once I crush you Sergeant Pluto or whatever, I will crush the bug like my bosses want me to." Sytsevich shouted charging at John only to be caught into a grip by him taking the mutated criminal by much surprise.

John thinking for a moment then went and jumped up and dropped Sytsevich causing him to fall onto his back, John then jumped back down with a punch to Sytsevich's gut causing him to be knocked out. "Way to go Colonel Jupiter, well I got to go now but I might see you soon." Peter said web slinging to an alleyway while the police officers began taking Mace and Sytsevich into custody. Reporters then began swarming John asking for interviews, "Sorry ladies and gentlemen of the press, I will get with you later but I just want to see about something. I will rejoin you in a second." John asked them as he walked away and while confused the police officers stayed where they are as John spotted the alleyway that Spider-Man had web slinged into.

Peter whispered to himself as he changed out of his Spider-Man outfit and changed back into his civilian clothes, "Good thing I can heal quite well because I don't think I quite look how painful it was when that big rhino guy charged at me, still it was nice seeing Colonel Jameson again or should it be Colonel Jupiter..." Peter said laughing as all he got left to put into his bag was his web-shooters and his mask. "Still I wonder how long it will be when I see him again; perhaps we will get another team up soon..." Peter said then felt a giant shadow creeping over him and a cough. Peter froze and gulped, looking up he saw the disapproving look of Colonel John Jameson.

"So wait...you've been a kid this whole time? a teenager has been swinging around New York in the past month fighting criminals?" John asked exasperated taking a step back and Peter froze at this. "Unbelievable, I read in my father's newspaper archives about how last year kids in high schools around the country trying to give themselves superpowers inspired by the Avengers but after it died down I thought that it was the end of it, apparently not!" John said holding his head with his hand and the device attached to his suit started glowing red.

"So what did you get powers in the summer or something?" John asked knowing it was late in the summer when the earliest Spider-Man sightings were heard about and recorded on video phones. "I mean it's a miracle you have not gotten killed out there with how dangerous this lifestyle is."

"Eh Colonel Jameson sir, can you please keep this secret as I don't want my aunt to find out. I don't think I can continue being normal Peter Parker if people knew I was Spider-Man." Peter told him with his hands together and John gave him a look with Peter realizing his mistake too little too late. He saw that you were a kid but he didn't know your name! Stupid Peter! Stupid!Peter thought mentally berating himself with a big face palm.

John thought it over and said "I will be able to keep this to myself, trust me no one else will hear of this from me... on one condition..." John told him making Peter lighten up only to pause at the last bit. John then started to look serious again "with it being from now on Spider-Man... is done!"

Peter jumped in shock at this with what he is being said, "look I can understand you're a good kid and you might have some skill and I am sorry about this. Please understand, this lifestyle can get pretty dangerous and you are a young person. What if there is an accident and someone has to tell your aunt that you are gone?" John asked and Peter was frightened at the mental image of that happening. "Look if you really want to do this then it does not have to be permanent, when you are a full grown adult and with the right help you can give being Spider-Man another go but I think you might be too young to try this." John told him in a firm but stern tone.

Peter looked down as he wondered if he could do this since last time he did nothing Uncle Ben got shot by that man, "Look I can keep the city safe if there is any special situation if the police cannot handle and there are others like the Avengers out there." John told him softly putting his hand on Peter's shoulder "Don't be too bummed, like I said you were not too bad out there and with the proper guidance when you are older you maybe a great hero one day but I don't think you are old enough to be in this world of super powered threats, so what do you say?" John asked extending his hand to Peter who thought it over.

What choices did Peter have at the moment, Aunt May would freak if John told him, his social and personal life would never be the same again, Colonel Jupiter was still out there and perhaps he should follow the advice he gave to Clayton earlier. Sighing he went and accepted John's hand. "Enjoy your life as it is Peter and I am sorry if what I am doing is blackmail but you will be safe giving this life up." John told him walking away as Peter put the rest of his stuff into his backpack and walked off...

 **I hope towards the end of this that John did not come off as a jerk.**


	10. No More Spidey?

" _My name is Peter Parker, and after being bitten by a strange spider, my life changed forever. I was no longer an ordinary person. I gained power . . . and the responsibility to use that power to help make the world a better place. When I failed to uphold that responsibility, my Uncle Ben paid the price with his life. Now, to honor his memory, I can't be the selfish child I once was. I must be someone better than that. Someone amazing. Someone spectacular. I am...Spidey..._ "

" _...or I was at least... not anymore..._ "

 **A figure dressed in a dark purple cloak with a high collar and dark green bodysuit and on his head he was wearing a giant circular dome (which was completely silver) was in a dark room as he was marvelling at a red sceptre he had stolen. "With the power of this sceptre, crafted by the mighty Zeus himself, I Mysterio shall take my rightful as the supreme master of the world!" the one known as Mysterio yelled lifting the sceptre up in the air with his voice sounding like a thousand echoes.**

 **Then came flying in was a man in a yellow bodysuit, dark blue cape, dark blue mask with holes for his eyes and mouth, dark blue belt with a white "S" on it, dark blue shorts, dark blue gloves and dark blue boots. "So many men thought they would conquer the world Mysterio only to be defeated by me and you will be no exception." The man calling himself Sentry told Mysterio with a glare as he then charged to face Mysterio as the villain began activating the powers of his sceptre...**

Peter and Hobie where sitting in Aunt May's apartment, on the couch watching a channel showing a rerun of an old live action superhero show called Age of the Sentry. "You know the role of the Sentry was Simon Williams' first acting job? And to think he gets to play a real life superhero in Tony Stark. Plus you know Mysterio's actor Quentin Beck has been in a lot of movies and shows where he does his own stunts and special effects." Hobie told Peter trying to lift his spirits up but he still looked a bit down from what happened last week and true to what he told Colonel Jameson, he had not even touched his Spider-Man stuff after putting them away in a secret hiding spot in his room and was focusing on his schoolwork as well as hanging out with Hobie. Jonah had proudly boasted that the absence of Spider-Man was probably because he was scared off due to New York having a real superhero now.

Peter had told Hobie what happened and he didn't look to happy but decided to give Peter some space about it, give him a while to think about it and give Peter a good prep talk about it when he was feeling better. Because he certainly had a feeling that Spider-Man might be needed soon.

*S*

Colonel John Jameson waved to the people around as he was walking to the Daily Bugle building, greeting all the people that came up to him and even signing autographs. Over the past week he helped out in accidents and robberies in the city, pulling people from cars and taking care of a hostage situation or two. It was a lot of work especially since Spider-Man was not around anymore, but it was for the best as John shuddered to think that the kid could have gotten killed from just one wrong move. Better to leave this life until he was older and wiser.

Still he had to admit ever since waking up from the coma he felt weird at how big he was and his new found strength, well as his father said it would be best to put it to good use. Things worked out well after all.

"Your father is already waiting for you in his office Colonel Jameson." Said a short brown haired woman at a desk wearing a business suit, she was Jonah's secretary, Betty Brant. John thanked her and walked up the stairs to the top floor continuing to greet the various employees in the building as well as try and make sure not to break anything with his size and strength. He got to the top floor and went in waving to the reporters working at their desks.

However he saw Ben Urich looking shocked at a man he was talking to at the desk next to him, this middle aged man had blonde balding hair and a black business suit. "I am serious about this Urich, for all his moaning about Spider-Man and superheroes Jonah is a pot calling the kettle black as he is focusing his attention on the exploits of that son of his doing the same things that the webhead had done before he gone and disappeared..." the man told Ben who looked confused when he pointed to John. The man then noticed John and gave a big smile and said "look who it is, New York's fusion of both Captain America and the Hulk."

John looked at the man's nameplate and it said that the man's name is Carl Brock, "Mr Brock." John greeted with a small wave which Carl returned mockingly. Carl had worked at the Daily Bugle for a long time, having pursued journalism since he read an article about Watergate in college.

"Your old man has made you the mascot of this paper, I have covered on this paper the Carnage Killer Massacre but now I have to cover it every single &*%$ time you save a kitten from a tree or something." Carl shouted at him a bit bitterly making John take a step back in shock. "What's it like knowing that you're a pawn in your old man's scheme to one up Spider-Man, you get into a coma and because daddy thinks Spider-Man is to blame you should be a better hero than the webhead." Carl told him as he leaned back into his chair.

"I am doing this to help protect the people of the city and my father said I can be a hero who does not need to hide under a mask and can be a proper public figure." John told Carl but his face showed he was not convinced at all by what he was saying. "Well nice to meet your Mr Brock and I guess I will see you around." John said leaving to his father's office.

Ben now faced Carl again with a big look of disbelief and disapproval on his face. "Nice going Carl, should Jonah hear what you just said then you might as well start packing up your desk." Urich told him sternly but Carl did not look that concerned.

"Urich I bet you a hundred grand that I am not alone in that, that a lot of people here was thinking the same thing I was and I was just brave enough not to be quiet about it." Carl told him as he went back to work writing up an article on his computer. "Besides should Jonah fire me I will just go to the Daily Globe, at least there I can do some proper journalism again." Carl told him making Ben shaking his head but he nonetheless went back to his own work.

After John entered his father's office he saw Jonah grinning at his desk but John was surprised to see Curt and Martha Connors sitting at seats next to the desk. "Nice to see you again Mr and Mrs Connors, pops you wanted to see me?" John asked as Jonah got off from his seat to greet his son with a handshake.

"Proud of you John, you pretty much scared the wall crawling menace out of the city! He was smart enough to know that New York has a real hero now. I will be getting in touch with Police Chief Morales and the Mayor about having you officially deputized." Jonah told him in a jovial tone of voice. "The Connors' wanted to see you." Jonah told him pointing to them who stand up and looked very concerned.

"Colonel Jameson, while monitoring footage of you in action and the printed readings generated from the suit, we belief that the spores in your system can accelerate during times where you emit great stress or anger, only a small amount if it is just mild anger as in disapproval but the more extreme the emotion the worse that they get." Martha told John and Jonah making them wince wondering where this is going. "We recommend that you cease going out until we can run further tests." Martha told them but before John could respond Jonah went up to them in anger.

"What, my boy is out there protecting the people's interests and trust and yet you want him to stop? Listen that freak Spider-Man caused all sorts of new freaks to come out of hiding and my boy is the one scaring them away or dealing with them should they come out of hiding!" Jonah ranted as John tried to calm his father down and he turned his attention to them.

"Look if you really insist you want to do this Colonel Jameson then I recommend taking it easy for a while, we don't know how great stress will affect the spores in your system as we don't know a lot about these spores." Curt told him gently and Jonah still did not look too happy and Martha gave her husband a look.

"I will, don't you worry. Thanks for telling me Mr and Mrs Connors." John told them both and he told his father he wanted to go home to rest for a while and Jonah told him to go for it. John then left the building thinking that he might not have to worry about over stressing himself since it seemed he was able to handle being Colonel Jupiter very well.

*S*

That next day Clayton excited ran up to Peter and Hobie after school had ended for the day, it was Friday night and he had plans for what he was going to do for this weekend and he wanted them to share with the surprise. He thought it would cheer Peter up as something must have gotten to him as he seemed to be down and mostly focusing on his schoolwork for the past week but Clayton was too concentrated on his plan that he didn't pay it much need. "Guys, I think I can figure out how to pull this superhero thing off..." Clayton told them but then Peter seemed to snap at it.

"Look Clayton I have had enough of this talk from you, you want to get into trouble with a dangerous scheme then I don't care, leave me out of this." Peter told him harshly before leaving Clayton shocked as Hobie ran up to meet with Peter again.

"Well who needs you! I will find a sidekick or ally somewhere else!" Clayton shouted angrily at Peter's direction, well Peter could forget it if he tries to leech of his upcoming fame. Clayton ignored the stupid jerk and then focused on waiting by the school gate for someone and then smiled as he spotted a boy in the upper year by the name of Jake. "Did you make it just fine?" Clayton asked excitedly as Jake took out from his backpack a knitted together black and white suit and a white full face mask with cut off lenses covering the eyeholes in the mask.

"I had it made to your design Clayton but I wonder why you want it, are you going to a party or something as I think Halloween is a little while from now." Jake told him in a tone which showed he did not really care. "So we are even from the tutoring you gave me last year?" Jake asked and Clayton nodded dismissively as he put the suit in his own backpack.

"You will see soon enough Jake." Clayton told him excitedly as he walked back home.

*S*

That night at Empire State University, an African American man with glasses and a scientist's coat was studying a corked up bottle filled with black ooze like liquid that seemed to be moving and trying to escape, "I don't suppose the project yielded any luck Conrad." said a voice as Doctor Otto Octavius walked into the lab to greet the deputy head scientist at ESU, Doctor Conrad Marcus. The project Otto had given to him was to experiment on the leftover alien spores all scooped out from the rock and combine it with blood from the spider specimens from their Cross-Species Genetics experiment.

"Unfortunately no Doctor Octavius, the spores seemed to be reacting very badly and it has created what could only be called a venomous atrocity, until we can find a way to calm it down. I am sorry to say we had a few bodies that I had to hide away..." Conrad told his boss, "I still don't understand why you specifically wanted the Spider research connected to it." Conrad told him picking up the bottle. Octavius was disappointed by this result, the combination of the strength that the spores gave Colonel Jameson and the power of Spider-Man would create the ultimate specimen.

"I believe it is my research that created the Spider-Man out there, if only the dead spider responsible did not go missing." Octavius grunted to which Conrad batted an unconvinced sceptical eye at it. "Put the specimen in Locker 14 until I can think of a way to use it." Octavius told him and he nodded leaving with the bottle to store it away. Octavius then opened up a laptop and set up a video conference with Hammerhead. "So I understand that Mr Mason has left your service and you are asking for my service?" Octavius asked politely to the crime boss.

"Mason did not stay to get arrested when Mace ratted out the location of the lab I set up for him so it was empty when the police came to raid it." Hammerhead told him through the screen and grunted. "So I understand that you turned Deacon into that fly monster?" Hammerhead asked and Octavius smiled with a nod.

"An experiment to test my Cross-Species Genetics research months ago, I would believe this could start a most wonderful partnership..."

*S*

The next morning Fred Myers in his suit and using the improved boomerangs that Mason had given him after Hammerhead helped him to escape, ran out of a bank with two bags filled with stolen money through the hole he made using one of his boomerangs. As the alarm sounded he shouted at the man that was his getaway driver "hurry to our truck, any luck we can get out of here before the police or Jameson gets here, hopefully Jameson is tied up with some press interview at the moment and that masked webhead is not around anymore..."

Then everyone nearby plus Myers and his getaway driver heard loud music with a lot of 'boom' coming from the air and they all looked up to see Clayton Cole in his new outfit along with the gloves and boots with the sonic waves generators attached to them (which was using to hover in the sky) plus backpack with an enhanced boombox playing his new theme music. Myers and his getaway driver groaned as Myers muttered "oh great, another masked loony to worry about!"

Clayton was excited that he was going to deal with his first adventure as a superhero, Myers from what he recalled was technically the first villain that Spider-Man had defeated after he gone public so it should be fitting that he should be the first villain that he defeats. "Ladies and Gentlemen, never fear for it is I your newest protector of New York City!" Clayton shouted with an action pose as he landed not too roughly on the ground but managed to retain his pose. "You can refer to me as the Spectacular Sultan of Sound, Clash and please hold your applause while I deal with these menaces!" Clayton shouted to the people around him who were pointing to behind him, he then turned around and had to dodge one of Myers' hi tech boomerangs as it exploded after passing him. But then noticed Myers and his henchman were running to their getaway truck.

Clayton then used the generators on his gloves to send sonic waves at Myers and his henchman sending them crashing into their truck and the truck crashing into the wall of a nearby building. There were mutterings as Clayton took a bow as the police arrived, "Nice job you idiot!" shouted a police officer at him causing Clayton to be taken aback. "You could have murdered them with that!" the officer told him causing Clayton to think that maybe he could set the power of his generators down a notch so he turned down the notches of his gloves.

Clayton then felt a slight tap on his shoulder and turned around to see John standing there with a glare to him. "Oh awesome Colonel Jupiter, I am sorry to say you are a bit late for a team up as I already took care of the bad guys here..." Clayton said but paused when he saw the glare that John was giving him. "Something the matter?" Clayton asked a bit concerned as John gave a slight sigh.

"That was tremendously reckless, not only could you have gotten them killed but you could have gotten bystanders killed as well." John told him sternly as Clayton took a step back. "While I am impressed with the gadgets you have there, I think using them here is a tad irresponsible so I think you might want to give this up..." John told him with a shake of his head to Clayton's disbelief.

"Hey I don't think anyone made you the authority of if someone could be a superhero or not, I am just getting started." Clayton told him dismissively as he was about to take off with the sonic generators on his boots only to be caught by John with the device on his suit starting to red.

"Please, not only am I doing this for your benefit but for the saftey of everyone around you.." John said before Clayton aimed his glove at John and sent a sonic wave at him managing to send him back which was getting him mad. "Look I don't want to play games here..." John told him getting even angrier but Clayton used a sonic wave to send him crashing into a wall.

John then looked angry as he charged Clayton which he panicked and began to try flying away but was just able to dodge a car that John picked up to throw at him. "Hey who's endangering civilians now!" Clayton shouted at him while sending another sonic wave at him which caused him to go red in the face as the device on his suit was now began glowing a bright red flash.

John then screamed in rage and then used a running jump to leap away to get away from Clash, "Uh... what just happened?" Clayton asked looking at the damage around him and the glares sending this way, this was not supposed to happen! "Be calm Clayton, I can fix this, I will find Colonel Jupiter another time when he is calm and we can talk this out and then you can I will do some damage control with the people... tell them I will be more careful so they can trust me more..." Clayton said as he then began flying away as the police officers were getting their guns out to point at them.

He was going to this old shack he found in an abandoned park that he decided to use as the new secret headquarters of Clash, there he can keep his Clash stuff so that no one will be able to find them at his house. he may have to contact Jake again to make sure he will be quiet if he sees the news and recognises the outfit. He knew he could fix this...

*S*

Peter and Hobie were this time at Hobie's that afternoon, Hobie's father worked as a window washer and part time mechanic so he was quite busy most of the time and Hobie's mum was downstairs signing some paperwork for her job as a real estate agent. Both of them were watching the news of the fallout of Clash V Colonel Jupiter as Whitney Chang's voice narrated the footage "The battle between the self styled Clash and Colonel John Jameson operating under Colonel Jupiter has caused quite a bit of collateral damage, police have yet to find the whereabouts of the out of control Colonel Jameson or the mysterious individual under the mask of Clash..."

As the TV now showed footage of employees of the construction and insurance company Damage Control showing up, Peter furiously got out his phone and ran Clayton's number, he impatiently waited until Clayton answered with a hello but he did not give him any time after that before shouting "I am watching the news showing some guy called Clash!"

"Oh yeah I heard of that story too Peter..." Clayton's voice told him nervously and Peter was waiting for his excuse. "...I think his stuff, music and costume is awesome but I think he just needs practice..." Clayton told him but Peter was not in any mood for any games.

"Clayton you have been telling me and Hobie for weeks about how you were going to build gadgets to try and be a superhero, you showed the sketch of the exact same costume and the phone footage you had of yourself testing the gadgets!" Peter yelled into the phone furiously. "Clayton, you have a chance to own up for this and do the responsible thing, turn yourself in and deal with the consequences!" Peter told him a little less harshly.

"I decided to give it all up Peter so whoever is in that awesome Clash suit must not be me." Clayton told him and Peter could not believe his nerve. Before he could continue Clayton told him "I may have accidentally deleted my video and may have also accidentally ripped up all of my costume design ideas. Plus I think Clash might have his own secret headquarters where he keeps his stuff so even if anyone searched his bag or house they would not find his superhero stuff. So even if I was Clash, you would be accusing me without any evidence and I doubt anyone would take you seriously if you told them. I am sure Clash will be a better hero from now on." Clayton said before hanging up making Peter froze before he turned his phone off.

He then looked down and told him that Clayton covered his tracks so they don't have any evidence to accuse Clayton with. "Now I guess it is up to someone else in a mask to stop Clayton before he gets more reckless." Hobie told Peter with a smile and he was silent. Hobie had enough and shouted at Peter saying "Pete this is gone on for far enough, you told me you became Spider-Man because you were guilty that you doing nothing meant that your uncle got killed. You are good at this Pete and you know what your responsibility is, you know what you have to do and if Colonel Jameson outs you then we will think of someone then." Hobie shouted at him before taking a deep breath.

Hobie knew his best friend needed this encourage so he put his arm over Peter's shoulder and said "great power comes with great responsibility, if Clayton wants to be reckless then it's your responsibility to catch him and stop him before more people gets hurt. Plus I think with the state Colonel Jameson is in, I think he needs to stopped as well. You may be young Pete but you know you have these powers for a reason." Hobie told him softly before sitting down with his arms crossed.

Peter sighed when he thought it over, Hobie was right he was sulking for far too long. "Well it's a good thing I still have my Spidey stuff in my room and maybe we can talk to Professor Connors about what to do with Colonel Jameson." Peter told him with a grin and Hobie returned the grin.

 **Hope to hear your thoughts on this chapter and if you like or dislike the fact that in this universe Mysterio is jsut a fictional villain and Beck his actor as I believe there was something similar in the Ultimate Comics. I also want to know what you think of this arc I started.**


	11. Spidey is Back

" _My name is Peter Parker, and after being bitten by a strange spider, my life changed forever. I was no longer an ordinary person. I gained power . . . and the responsibility to use that power to help make the world a better place. When I failed to uphold that responsibility, my Uncle Ben paid the price with his life. Now, to honor his memory, I can't be the selfish child I once was. I must be someone better than that. Someone amazing. Someone spectacular. I am...Spidey..._ "

Clayton Cole was in house the next morning whistling as he told his mother a blonde haired woman that he was going out, he thought if he was going to save his reputation (or in better words start a good one) then he had better get a more hang of this being a super-hero thing and he figured the best way to do that was to find a crime and stop it. Or to find Colonel Jameson and fix his mistake from yesterday. He had to be careful as Peter from his phone call made it clear he was onto him, but thanks to moving his stuff to his new headquarters he made it so he didn't have any evidence of it.

Mrs Cole was in the living room looking at several shelves filled with the various prizes and trophies that Clayton had won in math competitions, spelling bees and science contests and she took pride in how talented her son was. "Okay Clayton but I want you back to studying later today." Mrs Cole warned him as he walked out the door "we will need you top of your game this year, be as smart as you can be to win back the teachers after what happened in last year's science fair." Mrs Cole was not happy when she learned what had happened and told Clayton that it was great at how ambitious his projects are but teachers and officials have to take safety concerns seriously.

Clayton smiled as Mr Cole, Clayton's dad came from the kitchen with mugs of coffee for him and his wife, they sat down as Whitney Chang's voice was heard from the TV saying "Fred Myers and his accomplice Dennis Carradine have been rushed to hospital and New York District Attorney Blake Tower has said that they will face criminal charges upon..." Clayton did not stay to hear the rest before he barged out of there walking to the abandoned park where his new headquarters is.

He made it to the abandoned park and them whistled to himself while he walked around all of the broken down swings and slides before reaching the shack, going through the broken door he went inside the old drawer and smiled as he saw his Clash outfit and equipment was in there with the backpack for his music device right next to the drawer. He then changed into his Clash outfit and got his equipment all set up. "Now I just need to prove myself by doing a better job here than I had done yesterday..." Clayton muttered as he went out of the shack and began hovering in the middle of the air with his sonic wave generators allowing him to keep in the air.

*S*

Peter woke up and got dressed and put his Spider-Man stuff (once he got home the day before, he had managed to give his Spider-Man outfit a wash in the washing machine) into his backpack, "Consequences or not, I know what my responsibility is..." Peter muttered as he got out his phone and noticed a message from Curt Connors, the last night he had sent Curt a message (using a number Curt had given him for emergencies) saying he was getting back to being Spider-Man and he wanted to know if there was anything to help him against Colonel Jameson if he found him again and he was still kind of out of control. There was now a message from Curt saying that he would be sending someone over with something that could be of help to him.

As he was walking out of his bedroom he saw Aunt May smiling as she was talking to an older blonde haired boy wearing a black motorcycle jacket. "Hey Peter bro, long time no see!" the boy waved to him with a smile as Peter looked at him confused wondering if he should know him. Aunt May was shocked and Eddie just chuckled. "It's been years so I am not surprised if you forgot about me. It's me Eddie Brock!" the boy told Peter and Peter thought it over for a second before his face lit up with recognition.

Eddie Brock had been an old friend of his when they were in elementary school until he and his family had moved away to a further part of New York. "Sorry about that, can't believe it's you Eddie!" Peter told him enthusiastically as he and Eddie shared a hug. "What are you doing here anyway Eddie?" Peter asked and Peter noticed the parcel he had with him.

"Well you see I study at Empire State University now with me and my Dad family now living not far away now, I was doing some extra credit stuff there last night and Professor Connors asked me if I could deliver this to you." Eddie told him as he handed him the parcel. "Professor Connors likes to mention you since that accident of yours in the summer, nice to see you are fine now though and he speaks quite highly of you." Eddie said as Peter brought the parcel to his room and opened it. Inside were a small circular device and a letter which he began to read.

 **Peter,**

 **I wondered if you would be back to doing this and unfortunately I do think Colonel Jameson might still be a little out of control. Martha and I from the readings of the suit discovered the spores still may further mutate should Colonel Jameson show signs of extreme agitation and anger related emotions we had warned him and his father about this but it seemed it still happened). Fortunately we have realised that since the electricity from Supercharger was enough to disable the spores enough for them to stop expanding and allow Colonel Jameson to wake from his coma. We have put together this miniature electricity emitter and I told Martha I would have a way of giving it to someone who could put it to good use. Put it on the device on Colonel Jameson's suit which is used to monitor his readings and it should zap him with enough watts of electricity to disable the spores causing him to be normal enough while still keeping him alive.**

 **Good Luck Peter**

 **Professor Curt Connors**

Peter smiled as he pocketed the device, got his backpack and went out saying "listen Aunt May, there is something I wanted to do today so I hope I am not being rude by leaving." Peter told them in a rushed tone of voice and Eddie shrugged saying he could catch up to him later. "Thanks for the parcel Eddie and I will see you later, bye Aunt May." Peter told them as they waved as he got out of the room.

While reuniting with an old friend he had forgotten about would be awesome any other day, there was something he had to do...

*S*

Midday Clayton was now floating above the streets of Queens trying to find something to help him build street creed as an actual superhero, he had to ignore the mutterings of the citizens down below who were either looking angry at him or covering their ears because of the music from his pack. "Oh come on guys, it's my theme music..." Clayton moaned but then noticed John standing on top of a building kneeling down while facing up at him. "Hey Colonel Jupiter, I think we might have gotten off the wrong foot yesterday so maybe we should start over and have a talk with each other..." Clayton shouted through the microphone he placed in his mask only to quickly dodge when he saw John leaping towards him.

Clayton hovered down and had to duck as John threw a car at Clayton making him panic, once he had gotten a clear enough look of John's face he could now see that John had a crazed look on his face making him gulp in panic. "I was too soft on you stupid costumed kids, it's quite obvious I have to teach you this lesson the hard way!" John shouted charging at Clayton with him having to fly out of the way before using a sonic wave to send John back into a wall which only made him even angrier and caused his device to beep red like crazy.

There was a Daily Bugle van and police officers turning up. They pointed their guns at John and Clayton telling them both to stand still and put their hands up. Clayton panicked wondering what to do next while John just tossed the police officers next to him away. Jonah Jameson then ran out of the van and up to his son shouting "John stop it, we can't have you causing damage like this and attacking officers of the law, how are the public supposed to see you as their true protector when they see you being reckless like this. Work with these police officers to take down this Spider-Man copycat and..."

Clayton was a bit insulted that Jonah called him a mere copycat of Spider-Man but he could not delve onto that as John shouted out "if the officers get in my way, then that's not my problem! I will do what I need to do and anyone who tries interfering with what I do will face the consequences!" John then roared as he charged at Clayton used decided to use a sonic wave to knock John and the other police officers back.

Clayton was feeling a bit tired out and thinking a bit scared if John decided to seriously injure him so he decided to try getting away but due to not paying attention he ended up falling onto the ground but fortunately he was not in the air high enough that it was like him tripping over something. She was alright but Clayton gulped when he saw John crack his knuckles together but paused when web was shot at him causing his hands to be webbed together.

"Sorry Colonel but I must interfere before you get anyone else gets hurt!" said a voice as Peter jumped into the area wearing his Spider-Man suit. There were claps and cheers from civilians around and Jonah was angry at him and John was shocked and annoyed. Peter just barely managed to use his Spider-Sense to dodge out of the way as John charged at him, guess there might be some rust in his skill since the last time he had put on the outfit. John then turned to face Peter with his angry face making Peter look a bit scared.

"I warned you kid, I warned you this life is too dangerous for you so you have no one else to blame but yourself for this once I tell everyone about your real name." John snarled at him and Peter looked worried that he was going to tell everyone who he was right there and then. "Spider-Man is..." John shouted only to pause in think and Peter smirked when he realized what was going on, he had only told John once and he probably mostly fixated on the fact that he was a kid so he ended up forgetting his name.

Perfect.

Peter then took the distraction and then began punching John in the stomach while dodging attempts by John to hit him, the police officers decided to observe while Jonah shouted out "come on John this is your big chance, crush the spider, rip off his mask so the city can start celebrating you as the true protector of the world. Once the web-head is done for, I will make sure that any copycat will not be welcomed in this city!"

John then managed the knock Peter to the ground but as he was about to punch at Peter, Peter got up and kicked John in the face, Peter then took out the electric emitter and placed it on the bleeping red device. Before John could react Peter went and pushed the button on the device putting it on and charging electric blasts through the spores of John returning him to his normal size. Peter then helped John up and he whispered "up to you to protect the city now, try and be careful though..." Peter gave him a curt nod as he handed him over to an ambulance which had turned up and John was placed on the stretcher, Peter groaned when he realized Clayton had gotten away (still next time though).

Jonah then stormed over to Peter and shouted at him "you menace, John was doing just fine protecting the city until that copycat showed up and you returned! What you just did to my boy, you will never be welcome here again after I am through with..."

However one civilian went up to Jonah and shouted at him "give it a rest Jameson, your son was the one who went crazy and if it wasn't for Spider-Man then he could have caused all sorts of havoc! He saved your son and all of us and yet you continue to blame him!" Jameson looked around and looked indignant of the nods of agreement so he stormed off muttering to himself and going to the ambulance to make sure that John was alright. Peter then smiled at the claps around him and then web slinged off to the ally where he had gotten changed.

After getting changed he noticed someone was there and groaned to himself about letting this happen again, he paused and panicked when he noticed it was Cindy there smiling. "Don't worry Peter, I have known since it happened." Cindy told him with a smile making Peter pause when he was processing what she just said. "I was there at ESU when you got bit by the spider Peter, your Uncle Ben was killed and the first sighting of Spider-Man was afterwards as he began going after criminals. I am surprised no one else put the clues together." Cindy told him with a chuckle as Peter could only stand there stunned.

Cindy then asked if anyone else knew, "Well Colonel Jameson knew but he forgot since I only accidentally told him once, other than that the only ones that know are Professor Curt Connors and Hobie." Peter told her, "Cindy can you please..."

"Don't worry I won't tell anyone without your say so, see you tomorrow at school Pete and by the way, glad to see you have recovered and got your spirits up again." Cindy told him with a wink as she walked away and Peter said bye to her. Peter then headed home knowing he would have to tell Hobie about this. While also worrying about Clayton, he thought next week would be nice as it could help having someone at school besides Hobie to talk to about Spider-Man. Plus it was not like it was anyone he didn't get along with who now knew, Cindy was nice even though it was hard to keep up with her at times.

*S*

On his computer Clayton was not happy when he was reading the news article of the incident earlier today and it credited to Spider-Man who had returned to take down the rampaging Colonel Jameson who was now in hospital to recover. Clash was mentioned but mostly to talk about how he was responsible for causing Colonel Jameson to go crazy yesterday. "Stupid Spider-Man stealing my thunder and fame like that!" Clayton ranted silently as he continued to read the article. "I will make him pay for this; soon I will take his spot as New York's superhero!" Clayton said as he exited the webpage and began to think about what to do next.

He was now thinking of Mary Jane Watson and how he could offer to help with her singing, maybe she would be thrilled to have a boyfriend and he can set up the whole 'telling the girlfriend he is a superhero' thing later on once he wooed her.

*S*

The Triskellion, located in the coast of Manhattan, New York City, it is the high tech island base of the United Nations funded worldwide anti-terrorist peacekeeping force SHIELD (Strategic Homeland Intervention Enforcement and Logistics Divison); it keeps an eye on the threats to the world as well as all of the various superheroes and villains of the world. They also keep in contact with the world famous superhero team the Avengers that they set up and their headquarters set up as the Avengers Tower in New York City.

Seated in his office was an African American bald headed man with an eyepatch, goatee and black clothes with a coat. He was the director of SHIELD, Colonel Nick Fury Jr the son of Sergeant Nick Fury Sr a soldier who was a leading member of the SSR (Scientific Strategic Reserve) the wartime agency that was the predecessor to SHIELD, leader of the squad that was nicknamed the Howling Commandos that also included Captain America, was involved with setting up the original Project Rebirth and was even a founding member of SHIELD.

He looked at his computer which had complied a database on the active superheroes and vigilantes in the world from Iron Fist, Ghost Rider, the Punisher, Luke Cage, Daredevil to even obscure ones like Outlaw the guy that was serving as the British Punisher and the team of superheroes that were operating as the Great Lake Avengers. He looked at the profiles of the current Avengers which consisted of Captain America, the leader, Iron Man, Thor, She-Hulk, the Wasp, Captain Marvel, the Falcon and the Black Panther (he was on the official roster though he was more of a reserve Avenger due to his duties as the king of Wakanda). "I guess I can move you here..." Fury muttered to himself dragging the Colonel Jupiter folder into the inactive folder, "Now I think you maybe hearing from us at SHIELD very soon Mr Parker." Fury smirked as he dragged the Spider-Man file into the possible Avengers candidates' folder.


	12. Clash with Clash

" _My name is Peter Parker, and after being bitten by a strange spider, my life changed forever. I was no longer an ordinary person. I gained power . . . and the responsibility to use that power to help make the world a better place. When I failed to uphold that responsibility, my Uncle Ben paid the price with his life. Now, to honor his memory, I can't be the selfish child I once was. I must be someone better than that. Someone amazing. Someone spectacular. I am...Spidey..._ "

During the events of that day in his personal gym Hammerhead was furiously punching a punching bag in a red sleeveless shirt, using his brass knuckles to hammer down on the punching bag. Turk then entered the room and Hammerhead faced him with a grunt, "I have been in this business for a long time Barret, ever since I was a young man." Hammerhead told him in a softer tone than he would usually talk. "It was during the days of Don Rigoletto running this operation, he was pretty much the King of Hell's Kitchen but he got too old and after his death... that was when Wilson Fisk took over becoming New York's Kingpin, the empire that he created even gave the Stokes and Manfredi crime families pause. Now I have taken over from Fisk..."

Turk took a step back as Hammerhead furiously punched the punching bag so hard it broke off and was sent into the wall, "for some time I have been trying to keep together and rule over the criminal gangs here in New York but it seems the crime world that I rule is a house divided. Freaks like Spider-Man and Jameson's son are meddling in my operations halting my attempts to bring them all together; whats worse is that I don't even think that they even know they are facing me! The Devil that Fisk fought actively challenged him but my opponents don't even know they are opposing me!" Hammerhead shouted in agitation and Turk was fearful not to face Hammerhead's wrath. "Prove you still have worth to me Barret, do you have anyone of use in your gang?" Hammerhead demanded and Turk nodded.

"Of course Mr Hammerhead sir, I have just the people for the job. I have in my services three of the best assassins the crime world of New York has had in years: Fancy Dan, Montana and Ox have the talents for the job." Turk told him nervously and Hammerhead looked at him, "plus we still have some leftover junk that Mason left before he ran away, we give them the junk and then they are more than a match for any masked freak out there." Turk told him trying to placate his boss.

"I want you to lead these men personally in hunting our foes down and should they survive your first encounter, make sure that they know that Hammerhead is after them." Hammerhead told him sternly and Turk was about to argue before deciding it was unwise when his eyes drifted to the broken off punching bag. Turk gave him a bow and was excused; on the way out he was grunting that soon Hammerhead would be out of the way.

*S*

That Monday Morning Peter had gotten dressed and was ready to go to school but Aunt May stopped him saying she wanted to talk to him. Peter was nervous about this as Aunt May told him "your teachers called me about the past week about something up with you during the week, what is it Peter? Is you thinking about Ben or is something going on?" May asked in a concerned tone of voice and Peter knew he could very well not tell her that during the last week he was pretty much blackmailed by a superhero.

"...don't really remember Aunt May but I am over it now, trust me I will be fine from now on but thanks for your concern." Peter told her with a smile but she kept her stern face that showed she was not buying it. "Aunt May I am fine, I promise if something's up I will tell you." Peter told her, trying to keep a straight face and feeling guilty about having to lie to his Aunt like this. But he knew she would freak out if she knew the truth.

Aunt May did not really look that convinced but told him "alright but I hope you are fine now but if your teachers or myself see that something is wrong with you them I think we should talk to your school's guidance counsellor." Peter nodded as he left with his backpack to go to school.

Later in the class before lunch which was Physics, Peter was in his seat as their Physics teacher a short grey haired woman in a yellow cardigan and long black skirt called Mrs Feeser was giving the class a lesson on gravity. Peter could not help but look to where Clayton was sitting and wondering how he would deal with Clayton as Clash. "Mr Parker, if you would drop a cement block and a brick down at the same, which would land first?" Mrs Feeser asked Peter catching him out of his stupor.

Peter answered that they would land at the same time due to having the same gravity, "Glad to see you are paying attention Mr Parker and nice to see you have recovered from whatever was happening last week." Mrs Feeser told her making Peter sigh a bit before the bell for lunch ran.

As always Peter and Hobie were sitting together eating their taco lunches, "Got your message Pete, so we have Cindy in on this like we wondered if she suspected about it." Hobie asked and Peter gave him a slight nod as Cindy came to sit next to Peter. "Speak of the devil, so you are officially part of Team Spidey now?" Hobie whispered and Peter looked around to make sure that no one was listening to them.

"Yes I am but I could not help but noticed you were looking at Clayton during the lesson, any reason for it? Is it because that we know that Clayton is Clash since we saw his drawing of that costume." Cindy asked thinking she needed to ask this seriously since it would be involving Peter as Spider-Man.

"Yeah we know that Clayton is Clash but the thing is after confronting him on the phone about it, he destroyed all evidence of it so we don't have any proof." Peter told her with a big sigh. "I don't know what to do, I wouldn't mind having a partner but Clayton doesn't really have any powers or real protection besides his costume, I am worried he might get too reckless." Peter told her putting his hands ones on his head.

"Hey I bet things will turn out but don't get worried if he tries to steal your thunder, after all you have a bit more experience and are a lot cuter in or out of the mask." Cindy told him going back to her five words a minute speech and gave him a flirty smile which made Hobie laugh. Peter gave her a small smile as he looked at Clayton who was walking towards Mary Jane.

"So Spider-Man is back but another new guy called Clash who has some musical tastes, I actually dig his rock music." Mary Jane told some of the girls who was in her band the Mary Janes. Mary Jane then noticed and asked him "is there something I can help you with?"

"Heard you talking about Clash and I think he looks awesome and I like his music too." Clayton told her and she batted an eye wondering where this is going. "I am into rock music too; I have plans to be the world's first superstar rock star scientist." Clayton told her making a guitar pose and she gave a laugh. "I hope I can open for the Mary Janes or something, or do you want to meet at the Coffee Bean after school tomorrow?" Clayton asked her and she shrugged saying she did not see why not. Clayton then left in glee thinking of a plan to impress Mary Jane and get more attention for Clash...

*S*

The Coffee Bean was a popular hangout in New York for teenagers but it was not one that Peter and Hobie themselves went to themselves, mostly hanging out at stores, at their homes or going to the movies every once in a while.

The next day after school Mary Jane waited a bit impatiently at the table for Clayton to arrive, "he agreed to come here at this time but he's late..." Mary Jane muttered to herself drinking her coffee before Cindy sat down next to her. "Hey you're Parker's girlfriend, aren't you?" Mary Jane asked as Cindy blushed but shook her head.

"Oh no, though Peter had always been nice to me when we first in third grade and he is super cute and super smart..." Cindy rambled on with a blush on her cheek to Mary Jane's amusement. "I came here to keep myself awake after a long day at school, so are you here for the same reason or are you on a date?" Cindy asked rambling again as Mary Jane sighed.

"Clayton Cole said he would meet me here but he has not arrived here yet..." Mary Jane said only to feel the ground rumbling and the ceiling seeming like it was going to fall apart. "What the-" Mary Jane yelled as she and Cindy ran along with everyone else to the entrance but there was support beam broken off that was blocking their exit...

*S*

Peter was now swinging about New York looking for anything that would need the attention of Spider-Man, civilians around were being a bit more appreciative of him returning but he did not doubt there were supporters of Jameson in thinking he was a menace but he read in a news article that John was recovering fine at the hospital so that was good to know. Nothing much happened so far today or yesterday. He had not seen any sign of Clayton as Clash yet but he had a feeling that might change.

He stopped on top of a building, and noticed a stone gargoyle next to him, "Hey, mind if I call you Bruce or something?" Peter asked the stone gargoyle but then heard vibration sounds. He looked to the Coffee Bean store and saw there was something going on inside. "Wait a minute..." Peter said noticing something on the roof. Using the lenses of his mask he zoomed in to see a figure dressed in a white and black costume doing something to the top of the building to Peter's horror.

"Clayton, please tell me that's not you..." Peter muttered before grinding his teeth in irritation. "Possibly putting himself at risk is one thing but intentionally putting civilians in danger is another, it's official I have to stop Clayton..." Peter said web slinging to the Coffee Bean after saying goodbye to Bruce.

*S*

At the time Aunt May was at Anna Watson's house and they sat on the couch watching their favourite soap opera drama Secret Hospital, "I can never stand that Sybil Shane..." Anna muttered shaking her head as they watched the show but May's thoughts drifted elsewhere. "Still her actress Miranda Wilson is a lovely lady from the interviews I have seen, that husband of hers Quentin Beck was in that action show Age of the Sentry..." Anna then noticed May's mood and asked in a concerned tone of voice what was wrong.

"Sorry Anna, it's just Peter, he said he has recovered from whatever got him down last week and if something's the wrong he will tell me but I don't know..."May told her with a sigh. "I am wondering if was Ben's death finally taking its toll on him but he had seemed fine before and seems fine right now..." May told her taking a sip of tea.

"Peter seems like a nice boy and if something is up you can always confront him when he is ready to talk about it." Anna told her in a comforting tone of voice which lifted May's spirits up a bit as they continued to enjoy their show. Anna chuckled and said "I bet he is probably off doing something productive just now..."

*S*

Peter had then managed to clear away all the debris that was blocking the entrance allowing the people inside to get out, Mary Jane and Cindy both gave him a hug and Peter was flustered at the smile Cindy gave him as she ran out. Peter's faced glared up at the sky when he heard the familiar theme music of Clash as Clayton in full costume was now hovering in the air.

"Don't fret people; the Spectacular Sultan of Sound is here to save the day..." Clayton yelled to the crowd only to pause when he saw that Spider-Man was there and he had already gotten Mary Jane out foiling his plan to make a big rescue and impression of her. One of the civilians yelled that he saw him causing the incident using his devices and even showed everyone a video on his cell phone that he captured of Clash doing it.

Then everyone began booing at Clayton who was panicking that it was not supposed to go down like this, he just thought an engineered rescue or two (with a suitable damsel in distress) would help him on the road to being a superhero. He then was caught off guard as Peter web slinged both of his arms and pulled him towards the ground. "You think this is what a superhero does, engineer his own heroics to show off?" Peter asked with a harsh tone as he walked up to him wishing he had done more to discourage Clayton if he knew he was going to do this!

"Just who is this idiot anyway?" Mary Jane asked rushing to Clayton as he got up and before he could notice her, she then ripped off his mask to reveal his face to everyone and his eyes widened when he realised this and there was camera phones taking pictures making him further panic. "Did you invite me here just so that you could murder me or something?" Mary Jane asked furiously as Clayton was too shocked to speak. Mary Jane then threw his mask away and ran away in disgust.

Clayton's eyes then turned to Peter and yelled out "you ruined my big moment, you will pay for this!" Clayton yelled aiming his hands at Peter but before he could he saw police officers arriving so he quickly made a break for it by flying away. The police officers began taking statements as Peter began web slinging away sighing as he could not help but feel bad for what will happen to Clayton now.

Speaking of Clayton he made it to his secret headquarters in the abandoned park and began checking his phone and saw to his horror tweets of what happened as well as the phone videos of him causing Coffee Bean to collapse as well as videos of him being unmasked. There were tweets of him being called a bad guy when he was not going to hurt anyone, he would have saved everyone anyway!

"Spider-Man will pay for this!" Clayton yelled furiously knowing he could not go home now with the police undoubtfully going to go to his house. Well if they think he is a villain, then a villain he shall be, but then he noticed something on the desk. Worrying someone had already found him he looked and saw it was a note from Doctor Otto Octavius saying he had a proposition for him. There was a phone number to call and thinking he had nothing left to lose, he then began calling it...

*S*

At the Triskellion, Nick Fury walked through the corridors being greeted by the many agents wearing business suits or the dark blue bodysuits that were the uniforms of the field agents. He came across a brown haired man in a business suit and sun glasses. "Director Fury." The man told Fury with a salute.

"At Ease Coulson, I have a special job for you and your team." Fury told Coulson who looked serious as he listened to the director's words. "I want you to examine and make an evaluation with a candidate for the Avengers Initiative, a new guy that popped up recently." Fury told him and Coulson nodded, even though there were less than ten members of the official Avengers roster there were other Reserve Avengers who could team up with the main team or replace one if one quit or was made unavailable.

"Who is it sir; Hercules, Colonel Jameson, Nighthawk?" Coulson asked and Fury laughed as he shook his head.

"No, I think Zeus's son is a bit too boisterous for the team, more than Thor. Sources told me Jameson has lost his powers and as for Nighthawk; ignoring the fact that he decided to be inspired by Batman I don't think someone like Daredevil with the technology to be like Batman but the methods of Frank Castle is a good mix to the Avengers. No this is the guy I want you to evaluate." Fury told him passing him a Daily Bugle newspaper talking about the return of Spider-Man. Coulson's eyes widened as he looked back at the Director.

"With all due respect sir, are you sure you want him on the program?" Coulson asked to which Fury batted his eye. Coulson continued saying "from what I know he is quite unpopular with a portion of New York as well as the Daily Bugle, he may not be as brutal as Daredevil or Nighthawk but I doubt he takes it seriously. Plus what I heard he might be a kid and I suspect that Stark knows as much. I thought that we would be recruiting Colonel Jameson when the Bugle was hailing him as New York's protector." Coulson said protesting this decision by his director.

"Just because he could be young and have some bad press doesn't mean he can't be an Avenger, plus with Colonel Jameson I planned to wait a while if he continued and have a meeting to discuss his thoughts as I would rather have an Avenger who was not doing it out of pressure from his old man." Fury told him before he went serious. "You take your team to New York and evaluate Spider-Man, consider this your official direct order." Fury told him sternly and Coulson gave a slight nod before Fury left.

Coulson then got out his phone and dialled a number and once it answered he said "May, have the team ready to meet me at the Triskellion and tell them we are spending a while in New York evaluating a possible Avenger..."


	13. Talk Between Friends

" _My name is Peter Parker, and after being bitten by a strange spider, my life changed forever. I was no longer an ordinary person. I gained power . . . and the responsibility to use that power to help make the world a better place. When I failed to uphold that responsibility, my Uncle Ben paid the price with his life. Now, to honor his memory, I can't be the selfish child I once was. I must be someone better than that. Someone amazing. Someone spectacular. I am...Spidey..._ "

The next morning, outside the apartment complex that Peter and Aunt May lived in, Hobie stood around. He was there to meet Eddie this is my best bud Hobie and Hobie this is Eddie Brock. He and his family used to live near us and we were pals in elementary school." Peter said introducing them to each other and they shared a slight high five.

"Nice to meet you Eddie and you say your surname is Brock?" Hobie asked realising something and Eddie nodded thinking where it would lead. "My folks read articles in the Daily Bugle written by Carl Brock, any relation?" Hobie asked and after a dark look in his eye he let out a laugh.

"Yeah, he's my old man." Eddie told them and Peter began to ask why he was there, "Well I was on a call to your Aunt May saying how today I got the day off from my classes at ESU due to some minor renovations so your aunt asked if just to hang out some more if I could drive you to school." Eddie told them and Peter looked to the door where Aunt May was waving at them saying she hopes they enjoy meeting up again. Eddie opened the door to let them into his car which they went in.

Eddie then began driving to Midtown with a radio station playing Breaking Benjamin's _Lights Out_ and the lyrics where creeping them both out. "So how are you, May told me the kid who was dressing up as Clash was in your class at school, so were you and that crackpot close?" he asked them and they were both silent as they both shared a look. "Okay touchy subject, moving on..." Eddie muttered when he realized they were not going to answer him. "Well how are you Peter, Professor Connors speaks highly of you and that kind of fascinates me as you are still in High School and you only really met him due to an accident, yet he can talk about the promise you have shown. I mean that is really remarkable...especially considering I'm in his class and I don't think he gives praise like that to me..." Eddie told them in a positive tone but Peter and Hobie could sworn there was a bitter tone in his voice.

Peter nervously coughed and said "things are just fine Eddie, I'm getting along fine in my classes and I don't think I am that special." Peter told him as Eddie just shrugged, after the song ended Eddie switched it over to a news radio channel which was talking about a series of thefts at several companies rumoured to be committed by the masked cat burglar known as the Prowler (Peter took note of this just in case he ever has the chance take on this guy himself). "Hope to see you again Eddie, nice talking to you again." Peter told Eddie as he and Hobie then went to the school gates waving to Eddie who waved back.

"Well not to sound rude, but it seems like he was jealous of you Peter." Hobie told him and Peter responded saying he shouldn't as it is mostly due to Professor Connors helping him with his Spider powers that he was getting the attention from him and Hobie just shrugged. They were uncomfortable listening to students talk about Clayton and how thanks to his actions the Coffee Bean was closed for repairs which was being handled by Damage Control.

Things grew a bit more uncomfortable when Principal Warren went on the intercom asking for the students to keep quiet about the events of yesterday out of respect for Clayton and his family and to discourage students from trying to do what Clayton had done in trying to endanger themselves and others by actually donning a costume and engaging in reckless activities. Peter gave an extra gulp to that as Principal Warren then asked if anyone has any information on the whereabouts of Clayton to report to them or the police.

Peter and Hobie of course heard some quiet whispers from fellow students about Clayton when they made sure no teacher was within earshot. However the two of them kept ignoring it and during time, after finishing their food they decided to sit at a wooden bench outside at the entrance of the school thinking it might help them escape the mutterings of the students. "...well think of it this way Pete, with including the teachers and their parents discouraging others from purposefully starting their own origin stories then it means you might not have to worry about someone at the school being a villain ever again." Hobie told him to lighten the mood but Peter gave him a look. "Just a thought Pete, but with everyone after him now I don't think that Clash will be showing himself in public anytime soon." Hobie told him but then saw Cindy come and sit down at the bench; Hobie then said he would give them some space before walking away at a distance.

Peter then decided to ask if she was alright from yesterday, "I am just fine but apparently my mum was watching the incident on the live news and she spotted me, so starting with the millisecond that I got home, I had to deal with my parents checking to make sure I was alright for about ten minutes." Cindy told him sound like she was annoyed from the incident and Peter knew that Aunt May would be the same if she saw him near an incident that was reported on the news. "Well if anyone at this school should be a superhero, it should be a cute nerd that is responsible enough to want to do good stuff and wouldn't purposefully engineer heroics like he was Syndrome from the Incredibles." Cindy said in a tone that told him sound like she was not too fond of Clayton at the moment. Quite understandable, given how she'd nearly been killed by him.

"Responsibility, before he died my Uncle Ben gave me a speech about responsibility but I didn't take him seriously at the time. I ignored something I was perfectly capable of stopping and Uncle Ben paid the price..." Peter muttered and Cindy gave him a sympathetic arm over his shoulder to which he gave a grateful smile. "I know that I need to do this as I can't let anyone be hurt by my inaction, I just hope Clayton himself learns some responsibility in the future." Peter told Cindy and she looked a bit down and Peter looked concerned as he asked what was wrong.

"Peter I guess that I have a confession to make..." Cindy muttered to which Peter was alarmed by this. "You know how" I was there when you got bit by that spider at ESU during the summer?" Cindy asked and Peter gave a slight nod, "well I kind of kept the body of the spider that bit you thinking if you got ill I could use it to find a cure. But after seeing the sightings of Spider-Man and figuring out it was you, I was worried about you and kind of thought you might have needed help so I was beginning to think I could use it to duplicate your powers..." Cindy told him to which Peter opened his jaw wide open.

"Wait have you been able?" Peter asked a bit fearful, after what happened to Clayton and Colonel Jameson he was a bit too scared of other people trying to be superheroes, especially if word gets out that Cindy has managed to duplicate the powers of the local superhero. He felt like he should be mad but it seemed she wanted to talk it over with him so he thought he might hear her out.

"Well last night, I managed to extract the venom from the body of the spider; I have two syringes of the spider's venom locked away in a secret compartment in my room..." Cindy muttered to which Peter looked concerned. "Just say the word Peter and I will have it destroyed..." Cindy told him and Peter thought it over. On one hand he didn't want his powers going to bad people but on the other it might help him if there is something wrong with his powers and just in case he wanted his powers studied more.

"Why don't you keep it for now..." Peter whispered to her which she gave a nod. They heard the school bell ring and Cindy gave Peter a kiss on the cheek to which he had the same to her, it seemed like an impulse thing to do and they both blushed at it. Hobie then joined Peter and just gave him a smile as he began the teasing as the trio went to their next classes.

*S*

Turk nodded to himself as the members of the three man criminal mercenary gang that were to be enforcers were practicing their skills in front of him. If he wanted to gain Hammerhead's favour he needed men good enough to kill Spider-Man. They were practicing their skills along with trying out armour and some devices that were left over by Mason before he went into hiding.

The leader of the trio was a brown haired man in a white hat and a brown business suit underneath his body armour. He was using a special electrically charged lasso on some dummies. He was Jackson Brice codenamed Montana the leader of the trio.

Next was a large bulky brown haired man in a yellow sweater and brown sleeveless wrestling with some men and his armour giving some enhancement to his already impressive strength. He was nothing compared to Sytsevich but he would have to do as Turk noted in his mind. The man was Raymond Bloch codenamed Ox.

Finally was a man in a moustache and dark red business suit underneath his body armour showing off his judo and karate skills against several dummies. This man was Daniel Brito who was codenamed Fancy Dan.

"Hopefully they will be more than a match for Spider-Man..." Turk muttered to himself and thinking about seeing footage of the masked vigilante climbing up walls could not help but remind him of something that happened in the Summer after he had moved his operations from Hell's Kitchen, it was something that made him have to lie low before offering his services to Hammerhead due to this incident getting the police on an investigation in finding him:

 _Turk had been running through the streets of Queen along with several of his men carrying stolen loot from a bank heist running from the police officers, their getaway driver had been caught in traffic so they were on their own. Turk passed a boy in a his late teens who let Turk pass and looking away Turk could have sworn he now climbed up the wall to let them pass. Shaking it out of his mind he took out his gun as he noticed his men being caught by the officers. Before they could go after him again he made it to a car whose door was opening and after a bang was heard the middle aged driver of the car fell out dead._

 _Turk managed to drive away with his loot as the police officers checked on the man and the boy jumped down noticing the man looked familiar. He panicked shouting "Uncle Ben, no..."_

 **Thank you for reading and I hope to have more feedback from all the readers as it really motivates me.**


	14. Meeting the Enforcers

" _My name is Peter Parker, and after being bitten by a strange spider, my life changed forever. I was no longer an ordinary person. I gained power . . . and the responsibility to use that power to help make the world a better place. When I failed to uphold that responsibility, my Uncle Ben paid the price with his life. Now, to honor his memory, I can't be the selfish child I once was. I must be someone better than that. Someone amazing. Someone spectacular. I am...Spidey..._ "

Later that week, Peter woke up and got out of the room to see his Aunt May reading the Daily Bugle newspaper while drinking coffee. She was reading an article of sightings of lizard like creatures in Hudson Valley, New York while the news on the TV was talking about famed Hell's Kitchen defence attorney Matt Murdock coming to Manhattan to help with District Attorney Blake Towers. "Hey Aunt May, last night I called Eddie to say that we can hang out together today with Hobie and Cindy." Peter told her having his backpack on his shoulder. Still been a quiet week so far with been able to focus on his schoolwork somewhat but that didn't mean he had let his guard down.

Aunt May looked surprised especially with how much he had done spending time with Cindy Moon along with Hobie, a nice girl she was though but she was concerned if this meant that she couldn't hook Peter up with Mary Jane. Oh well, better to let him make his own choices. _'So long as they are the right ones,'_ she reminded herself. "Have fun Peter and tell Eddie that I said high." Aunt May told him with a smile that he returned. Peter left the room to see where this day would take him.

*S*

Peter had gone out to meet up with Cindy and Hobie who were with Eddie. Hobie was telling Eddie how he had become friends with Peter, "so yeah I stood up for him when I saw Peter being harassed by Flash in the fourth grade, I got shoved on my back for my troubles but Peter invited me to ice cream with his Uncle Ben and that is how we became best buds." Hobie laughed telling Eddie of the story who seemed intrigued looking to Cindy.

"Looks like Peter had someone to be his pal after I move a way." Eddie mused out loud then looking to Cindy. "So are you Peter's girlfriend?" Eddie asked as Hobie smirked and Cindy blushed with a smile and so did Peter. Their hands were about to touch at the moment but they put them away, deciding after what happened to try what is between them slow.

"Oh no, we are just friends..." Peter said with a blush but Eddie had a look in his eye which was the same look Hobie would give him when he didn't believe Peter. They saw people running towards a direction. From mutterings word had gotten out that wanted arsonist Steven Hudak had commandeered a nearby building but had yet to make any ransom. Peter looked alarmed as did the others, "Sorry Eddie, I just remembered I have something coming up..." Peter yelled panicky running towards the direction waiting to see if there was an alley to change.

"Peter, wait..." Eddie yelled after him before getting annoyed, "Well that was really rude, way to blow us off like that unexpectedly..." Eddie muttered only to have a look of confusion when he saw that Hobie and Cindy had looks like they were trying to hide something. "Well I guess I will go home then, see you guys soon and perhaps we can hang out again some other day..." Eddie muttered as Hobie and Cindy waved after him.

"We have got to think of better excuses for Peter having to go like that..." Hobie muttered and Cindy nodded in agreement deciding to go join the civilians who were watching the building to make sure that Peter would be alright.

*S*

Steven Hudak, an African American bald headed man with a goatee wearing an orange and yellow containment suit with a protective helmet with a clear visor to show his face. He had a backpack connected to two flamethrowers on his arms. He was looking at the stuff around him that he had burned while on the top floor of the building. "Hope that webhead appears soon, or else the cops will get here..." Hudak muttered looking around himself impatiently.

Hudak jumped as he saw Peter sling through a burning building, "Can't we wrap this up please, I got things to do than deal with some scorcher..." Peter said in a bored tone using his Spider-Sense to dodge fire that Hudak was sending his way but he ended up bumping into a support beam. "Just need to deal with this guy and..." Peter muttered as he saw Hudak running up the stairs to the getaway helicopter at the top that was used to get there.

"I was just hired to draw you out, web-head, have fun with Barrett." Scorcher told him but before Peter could respond he was then slammed into by Ox who appeared behind Peter and tackled him to the ground before he could react to his Spider Sense. Peter groaned getting up surprised at how durable his suit was and thought this would still ultimately heal.

Fancy Dan then appeared and tackled Peter with some judo moves so fast that Peter did not have the time to get his balance back. "Got ya varmint..." taunted Montana in a western accent as he appeared and wrapped his electric lasso around Peter.

"Okay so these are clowns so are you working for Sheriff Woody?" Peter asked managing to get up as he was still tied in the electric whip. There was clapping as Turk appeared with a grin on his face.

"Hammerhead sent us like he had been sending all those clowns made out to be super villains to you, you web freak!" Turk chuckled and Peter from what he heard of knew that Hammerhead was some sort of wanted criminal who was a common thug turned organised crime leader, used to work for New York's Kingpin Wilson Fisk. "To think I led the operation that took down Spider-Man, Hammerhead will so promote me and soon this whole city will fear Turk Barrett!" Turk taunted and a realisation and remembrance of that name drawled on him.

He looked up at Turk and sure enough he recognized the face from the mugshot that was given to him and Aunt May by the police as well as the name (plus from his own memory as he kept having nightmares of the memory which led him to decide to become Spider-Man). Anger and feelings rising he managed to get up and rip off the electric lasso startling all of the criminals. Peter then took Ox and threw him right at Montana and Fancy Dan knocking them both down. He then took the scared Turk and held him up high by his collar. "A good man lost his life thanks to you shooting him, a loving husband and uncle, someone who took every opportunity to help out people whenever he could and you killed him...ALL FOR A CAR?" Peter yelled in his face to the terrified Turk.

"Yeah I probably did but what's it to you?" Turk asked and Peter was seriously considering throwing dropping Turk out of the window, thinking quickly Turk took his gun and then shot two times, hitting Montana twice, and shocking Peter (who dropped Turk), Ox and Fancy Dan. "You so-called heroes tend to value the lives of us criminals too much and I hear that Castle was never on good terms with the Daredevil with the SOB with the white skull appears in Hell's Kitchen, so let's see how like the comic heroes you are Spider." Turk said with a grin as Ox and Fancy Dan got up and started running for the helicopter "it's your choice catch us or get Montana to the police so he has a chance to get treatment before he dies."

Turk then began making a break for it as Montana on the ground clutching his wound yelled out "Barrett, you dirty piece of... I will get you for this!" Peter then looked to Turk making his escape wanting to catch him and deliver justice for his uncle, but to let a criminal just die like that? Would Uncle Ben approve of that?

Peter sighed as he lifted up Montana's body and then jumped down from the building as Barrett and his men escaped in the helicopter. Peter then quickly gave Montana to the police officer, "Turk Barrett was here and hired Hudak, he shot one of his men so I think you need to give him medical attention..." Peter muttered and before the police officers could ask if he was alright Peter just web slinged away.

From the crowd Cindy and Hobie both looked concerned at how Peter was like something greatly upset at him, "You think Pete is alright and what could possibly get him like this?" Hobie asked and Cindy shook her head having no answer for that and looked great concerned as well.

*S*

Octavius was in his personal lab at Empire State University looking over some of what was left of the gadgets that Mason had left behind, though inferior to his own work in his minds he was able to fit most of them in a little project he was working on. While looking over the blueprints of his project he heard a voice say "so Doctor Octavius, how do I look?"

Octavius turned to see Clayton Cole in the new Clash outfit that Octavius had made for him, which was now more professional looking like Spider-Man's outfit only with more black than the previous version had. He had also helped him put miniature speakers into his belt so he did not have to use the backpack to play his theme music to the world. "You look amazing Mr Cole or do you prefer Clayton?" Octavius asked with a smirk and Clayton smirked right back under his mask thinking of how he was going to make Spider-Man pay.

*S*

"So that's what had happened Bruce, nice to have you as a friend..." Peter muttered still as Spider-Man while on his knees and his hands on his masked face while sitting next to Bruce the Gargoyle as he sulked on top of a building. For the first time since that night where he stupidly carelessly let the man go away and take away the life of his beloved uncle, he had met the killer... and he had gotten away. Still it would not have been right just to let Montana die like that, even if he was a criminal.

"Uncle Ben was a large part of my life along with Aunt May, they took me in after my parents died and I will bring his killer to justice..." Peter muttered only to stop when he noticed a figure on top of a nearby building. "No way..." Peter muttered as he got a closer look with the lenses of his mask, he didn't think it could be actually who he thought it was but to be safe he web slinged over to the building.

He gasped when he saw the figure was who he thought it was, a man with a five o clock shadow that was wearing dark red body armor with a " **DD** " insignia in the middle of his torso. He was wearing a dark red mask made out of the same material that showed his mouth and had ornamental horns on the top that looked like a devil. "So you're the daytime Spider-Man that has been showing up for the past few months." The figure said looking at Peter while holding a dark red billy club, "I have got to say, you sure like to bring attention to yourself with that outfit and fighting guys who seem like they are trying to be real life Saturday morning cartoon villains." The figure drawled.

"You're Daredevil!" Peter said looking excited at the sight of the masked vigilante that has been in Hell's Kitchen for years, "You're like the real life Hell's Kitchen of Batman, and you put the Kingpin in prison!" Peter said a bit giddy at meeting him, he had came across a news article online about Fisk being put in prison about a year ago.

"That's why I came to you actually, I have reason to believe that the remnants of his empire are what sending these people after you. Fred Myers, Sytsevich and Mace were all working for Hammerhead who is the leader of what is left of Fisk's men. One of Fisk's lieutenants Turk Barrett who you have met today is working for Hammerhead." Daredevil told him in a low voice and Peter nodded remembering Turk and knowing he will find him again. "Joseph Lorenzini is no Wilson Fisk but he is nonetheless dangerous, are you sure you are up to the task of taking him on or are you just some kid with a fancy gimmick?" Daredevil asked crossing his arm and Peter decided that he would not give Daredevil a chance to try and convince him to give up like John did.

"Hey, I am doing just fine and I my powers plus this cool outfit Tony Stark himself had a hand in creating. I have beaten what he has sent after me before which includes a human fly thingy..." Peter told him only to have to dodge when his Spider-Sense went off as he saw that Daredevil then lunged at him with his billy club. Peter then dodging the ninja styled punches Daredevil was sending his way and he was wondering if the man had gone insane. He had managed to web up the hand that Daredevil's billy club was in and pulled it forward so he could punch Daredevil's head.

Daredevil got out of it and put up a hand making Peter stop, before he could ask what that was for he saw that Daredevil was grinning to his confusion. "Not bad for an amateur." Daredevil told him and Peter felt insulted again, "I came here to test you up close and though I'm not entirely certain what I make of you, I think it would be safe to give you a chance here in New York." Daredevil told him to which Peter blinked at. "I have spent some time fighting what is left of Fisk's forces in Hell's Kitchen and what is preventing me from going after Hammerhead myself is that i am already too preoccupied with the Hand in Hell's Kitchen, trust me they are more dangerous than Hammerhead could ever hope to be. I can already see that you have more of an idea of what you're doing than that Cole kid. I will see you around Web-Head." Daredevil told him before running off the top of the building and managing to jump to the next one where he started to hide from Spider-Man.

"Well this doesn't count as a team up but he gave me his blessing to continue... I think..." Peter muttered to himself as he began to web sling off again. He figured he would get changed and go home and think of what to do next, especially since he learned he is dealing with a crime organization where one of the lieutenants is the man that he foolishly let him go which led to Uncle Ben's murder.

 **I will be taking a break for a while, hope for feedback.**


	15. Hydro-Man

" _My name is Peter Parker, and after being bitten by a strange spider, my life changed forever. I was no longer an ordinary person. I gained power . . . and the responsibility to use that power to help make the world a better place. When I failed to uphold that responsibility, my Uncle Ben paid the price with his life. Now, to honor his memory, I can't be the selfish child I once was. I must be someone better than that. Someone amazing. Someone spectacular. I am...Spidey..._ "

The next morning Peter woke up, and after getting changed into his clothes walked into the living room to see his Aunt May watching the news on the TV, "Good morning Aunt May..." Peter told his Aunt only to pause at the sight of the TV screen which was showing Whitney Chang talking about the incident yesterday and on the left up side of the screen was the wanted photo of Barrett Peter listened to her speaking:

"...during this arson attack firefighters had managed to rescue the civilians who were inside but in the aftermath after the masked individual known only as 'Spider-Man' had gotten involved, Steve Hudak and his accomplices had escaped with Spider-Man only able to apprehend Jackson Brice the mercenary known as Montana. Mr Brice was suffering from bullet wounds which he recieved treatment for and had told the hospital staff he was shot by the ringleader of this incident, Turk Barrett. Turk Barrett usually based in Hell's Kitchen has been involved in drug dealing, various robberies, trafficking and most recently in an escape attempt after his latest robbery had carjacked and murdered Queens resident Benjamin Parker..."

Peter angrily swiped the remote and turn the TV off, he was about to run off in a state of anger back to his room but Aunt May told him in a firm but soft tone of voice "Peter please sit." Peter looked down but went and sat down on the couch next to her. "I know this is hard for you at your young age and still for me too, the wounds of Ben's passing are still fresher than we would like to admit and be reminded that the man who took him from us is still out there..." Aunt May told him and Peter remembered Turk's face from seeing him yesterday.

"He should have been caught yesterday, that lunatic Spider-Man should have been able to catch him..." Peter told her feeling like he should have caught him. "Spider-Man let him escape and all he done was give an injured henchman to the police..." Peter muttered while Aunt May smiled at him.

"Not very sure of Spider-Man but to make sure the man got the aid he needed, it would be so easy to dismiss the live of a criminal but if someone needs help don't you think you should give it to them." Aunt May told him and Peter gave a slight nod. "The people of New York know who he is and once he shows his face again then he gets closer to facing justice for his crimes, we will miss Ben but should honour his memory by continuing on with our lives as he would want us to do." Aunt May told him and Peter looked up to her smiling.

Aunt May then took the remote to put the TV back on and on the news it was now showing a live news coverage of an incident happening in Kissena Lake, though there seemed to some sort of monster in the lake but Peter's eyes widened when there was no mistaking the two flying figures fighting it; a red and silver armoured figure who was obviously Tony Stark in one of his Iron Man armours and a blonde buzz cut haired woman in a red and dark blue bodysuit with lines of yellow, a yellow insignia, red gloves, a red slash and red boots who was Colonel Carol Danvers the heroine known as Captain Marvel. Grinning at the prospect of teaming up with TWO Avengers was too much for him.

Peter then excitedly went to his room and got his backpack and told Aunt May "You're right Aunt May, Barrett will sooner or later get caught and I should continue living my life." Aunt May just smiled and waved at her as he rushed out and then out the entrance to find an alleyway to change into. Before he could get changed his phone got a call and it was from Eddie asking if he wanted to hang out later. "Sorry Eddie but I am kind of busy at the moment so maybe we can try again later and sorry for bailing on you inexplicably yesterday..." Peter told him in a hurried tone as he put his phone away and started to get changed.

*S*

At his small house Eddie was in the living room angrily shutting his phone off, "First he bails on us out of nowhere yesterday and then he shut hangs up on me without explaining, is he trying to ignore me?" Eddie asked looking around him and saw his younger 12 year old half-sister Mary watching cartoons on the Television with his step-mother, a middle-aged blonde haired woman called Sarah.

"Well Eddie maybe he has a busy schedule, you were quite busy yourself when you were in High School." Sarah told him and Eddie just look disgruntled. Then came out of a room wearing a suit and holding a briefcase was Carl Brock, "Got to go to work Carl?" Sarah asked walking up to her husband and he gave a disgruntled nod.

"Yeah Jameson wants me to interview a candidate in the election for Mayor, some rich investor called Owlsey, 'the Owl of Wall Street' they apparently call him. With a name like that you would think the guy's a comic book bad guy." Carl told her shaking his head before sighing. "But at least its real journalism, ever since that Spidey guy returned and Colonel Jupiter was no more, Jameson has been quiet about them for the moment allowing me to do some more actual journalism again so I can't be ungrateful." Carl told Sarah giving Mary a kiss on the cheek and a nod to Eddie which he returned as Carl walked out the front door.

Eddie went to his room and threw his phone on a table in frustration, "I try to reconnect with my best friend and he inexplicably bails on me three times, I didn't mind the first time since I showed up at his home out of the blue but to keep doing this to me? Is he actually purposely ignoring me?" Eddie asked himself incredulously before sitting down on a chair.

*S*

During this battle, the police were holding a line around the area of Kissena Lake to prevent people from getting any further but it was close enough that the reporters and TV news crew could get pictures and footage of this taking place.

Peter by web slinging arrived at Kissena Lake and shouted out "alright any supervillain here that wants to take me on or Avengers that needs my help?" Peter shouted out but saw it was strangely quiet; he heard cries to look out and then reacted to his Spider-Sense to dodge a blast of water that was being sent his way.

"Okay I think I got this, it must be the work of a guy named Namor. King of the Sea who fought with Captain America and a fire generating robot during World War II..." Peter said out loud only to see a tall muscular brown haired man in a short sleeved black colored shirt that then sent from his hands more water blasts at Peter which he dodged. "Okay no pointy ears and no Speedo, so he's not Namor..." Peter muttered only to hear something and then turned around and was ready to freak out in glee at the sight in front of him: Tony Stark in his armor and Carol Danvers as Captain Marvel.

"So this is the Spider-Man you were talk about Tony, don't see anything special about him." Carol muttered as Peter stood nervously at the comment. Tony then put a hand on his shoulder as Carol pushed them away to send blasts from her hands at the man who seemed to take them on.

"Nice to see you again Spidey and I guess you heard of our battle against Bench here and wanted to help out." Tony told him through his helmet and Peter nodded but asked who Bench was, "Morris Bench a delinquent whose folks sent him to the marines to shape him up. Seemed to work until the ship he was on was gathering an unknown element from the depths of the ocean while a generator was being tested on a platform not too long away. A storm hit and the generator malfunctioned sending a blast which caught Bench and the element causing him to fall into the ocean becoming some sort of hydro man." Tony clarified for him and Peter understood what he meant, this meant he gotten water based powers.

"He became a criminal for hire until he was caught and then sent to a supervillain prison called the Raft but there had been a recent incident there which resulted in some cells malfunctioning. The prisoners who got out was apprehended since there were no ships to escape from but that was no problem for Bench who pretty much escaped to the shores of New York without any problem." Tony told him and Peter thought that he could impress two Avengers right now and before Tony could stop him then began web slinging to Bench. Bench then turned into a wall of water before his eyes and went down causing Peter to crash into a tree. Peter managed to get himself up while singing to himself the theme song of 'George of the Jungle'. "...watch out for that tree..." Peter muttered seeing Bench grinning to himself and laughing at Peter's expense and he then tried throwing webs at him which had no effect as he then turned back into water and the web became a gooey mess which went to the grass.

Peter moaned at his so far failed attempt to impress the Avengers but Tony came up to him with a device, "Here is what you can do to help kid, this device is similar to that one used to catch ghosts in Ghostbusters; wait for my signal as Captain Marvel and I distract Bench and then you press the button and throw it right at him." Tony told him and Peter nodded understanding.

Tony then began throwing Repulsor Blasts out of the gauntlets of his armor at Bench while Carol sent beams at him while Peter looked on gleefully as he was watching two Avengers fight a super villain up close, Tony turned to him and nodded giving him the signal. Peter gulped as he threw the device at Bench and he screamed in terror as the machine forced him into his water form and sucked him all up.

Tony gave Peter a nod and Carol just looked stoic as they flew away with the device, Peter looked and saw the crowded people cheering at him and the two Avengers and he had to feel proud of himself as he then web slinged away.

Maybe things will be turning up for him in the future...

*S*

Later that day in Avengers Tower, Tony (who was now sitting in a hot tub and drinking some wine) and Carol were in a meeting with Agent Coulson, "Bench has been contained and his own his way back to the Raft." Coulson told them and then looked at them expectantly. "So tell me as someone whose missions it is now to brief Fury of this possible Initiative candidate, what are your impressions on Spider-Man?" Coulson asked as Tony laughed and Carol just groaned.

"I am not sure he should even be out there, I was hoping we could have gotten Jameson before he went out of control. It would have been nice to have another Colonel on the Avengers." Carol admitted to Coulson with a shrug as she looked around the room. "But still, Spider-Man seems unpolished and unfocused plus if what you and Tony told us is true then he is too young to be out doing this sort of thing." Carol said with a sigh, "how is someone who is still in High School, be expected to be doing this, if he can prove himself when he is an adult; but right now I don't think I can recommend it." Carol sighed with a sure of herself look.

"Me I like the kid, from what Connors told me he managed to put his original stuff together all by himself and he has that suit I helped put together for him. Kind of reminds me of a younger me." Tony told Coulson as Carol looked at him disapprovingly. Coulson thanked them for their thoughts and then left to find a woman in a SHIELD agent's uniform.

"Let's continue to the next phase of the monitoring process, I wonder how Simmons feels about the next stage and her role in it." Coulson told the woman who looked back at him.

"You think this kid should be out there Coulson?" the women asked with her arms crossed, "the thought of someone so young with these kinds of powers brings out bad memories..." the woman muttered as they went out of the Tower.

"I never had to deal with what you had to deal with in that incident May but as to Spider-Man, I will put away any reservations and approach this with a 'wait and see' mindset." Coulson muttered "if this doesn't work out, we have dealt with rogue 'gifted' before..."

*S*

Peter, Hobie and Cindy were on the couch in the Parker apartment watching the news on the TV about what Spider-Man teaming up with two avengers to fight Bench. "I don't believe it, I teamed up with two actual Avengers! I met Tony Stark but not in his armour plus Captain Marvel is pretty awesome too..." Peter muttered with excitement, "I wonder if they will tell Captain America or the Wasp about me..." Peter told them about bouncing with glee.

Cindy and Hobie smiled at Peter, they knew what he must have felt about having to let his Uncle's killer get away but this experienced seemed to have brightened him up. While this was happening Aunt May was in the kitchen on the phone from Midtown's new guidance counsellor Ms Steranko who was asking to meet with Peter the next day...

 **Fun fact, I actually thought that the young Tony Stark seen in that hologram/flashback scene in Captain America: Civil War looked like Tom Holland. I don't know if anyone else saw it or if it was just me.**

 **Hope to hear your thoughts in the reviews.**


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